EXHIBIT 10.3
    

    

    

    
      FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

DATED AS
      OF DECEMBER 11, 2009

among

RAMCO-GERSHENSON PROPERTIES,
      L.P.,

as Borrower,
    

    
      RAMCO-GERSHENSON PROPERTIES TRUST,

as Guarantor,

RAMCO
      VIRGINIA PROPERTIES, L.L.C.,

as a Guarantor,

KEYBANK
      NATIONAL ASSOCIATION,

as a Bank,

THE OTHER BANKS WHICH MAY
      BECOME PARTIES TO THIS AGREEMENT,

KEYBANK NATIONAL ASSOCIATION,

as
      Agent,

and

KEYBANC CAPITAL MARKETS,

as Sole Lead
      Manager and Arranger
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      TABLE OF CONTENTS
    

    
    	

        	

        	
          
            Page
          

        
	

        	

        	
           
        
	
          1.
        	
          DEFINITIONS AND RULES OF INTERPRETATION
        	
          1
        
	

        	

        	
           
        
	

        	
          §1.1 Definitions
        	
          1
        
	

        	
          §1.2 Rules of Interpretation
        	
          20
        
	

        	

        	
           
        
	
          §2.
        	
          THE CREDIT FACILITY
        	
          21
        
	

        	

        	
           
        
	

        	
          §2.1 [Intentionally Omitted.]
        	
          21
        
	

        	
          §2.2 Commitment to Lend Loans
        	
          21
        
	

        	
          §2.3 Notes
        	
          21
        
	

        	
          §2.4 Interest on Loans
        	
          22
        
	

        	
          §2.5 Funds for Loans
        	
          22
        
	

        	
          §2.6 Unused Facility Fee
        	
          23
        
	

        	
          §2.7 Requests for Loans
        	
          23
        
	

        	

        	
           
        
	
          §3.
        	
          REPAYMENT OF THE LOANS
        	
          24
        
	

        	

        	
           
        
	

        	
          §3.1 Stated Maturity
        	
          24
        
	

        	
          §3.2 Mandatory Prepayments
        	
          24
        
	

        	
          §3.3 Optional Prepayments
        	
          25
        
	

        	
          §3.4 Partial Prepayments
        	
          25
        
	

        	
          §3.5 Effect of Prepayments
        	
          25
        
	

        	

        	
           
        
	
          §4.
        	
          CERTAIN GENERAL PROVISIONS
        	
          25
        
	

        	

        	
           
        
	

        	
          §4.1 Conversion Options
        	
          25
        
	

        	
          §4.2 Commitment Fee
        	
          26
        
	

        	
          §4.3 [Intentionally Omitted.]
        	
          26
        
	

        	
          §4.4 Funds for Payments
        	
          26
        
	

        	
          §4.5 Computations
        	
          27
        
	

        	
          §4.6 Suspension of LIBOR Rate Loans
        	
          27
        
	

        	
          §4.7 Illegality
        	
          28
        
	

        	
          §4.8 Additional Interest
        	
          28
        
	

        	
          §4.9 Additional Costs, Etc
        	
          28
        
	

        	
          §4.10 Capital Adequacy
        	
          29
        
	

        	
          §4.11 Indemnity of Borrower
        	
          29
        
	

        	
          §4.12 Interest on Overdue Amounts; Late Charge
        	
          30
        
	

        	
          §4.13 Certificate
        	
          30
        
	

        	
          §4.14 Limitation on Interest
        	
          30
        
	

        	
          §4.15 Extension of Maturity Date
        	
          30
        
	

        	

        	
           
        
	
          §5.
        	
          COLLATERAL SECURITY; GUARANTY
        	
          32
        
	

        	

        	
           
        
	

        	
          §5.1 Collateral
        	
          32
        
	

        	
          §5.2 Transfer of Aquia Towne Center
        	
          32
        
	

        	
          §5.3 Release of Collateral
        	
          34
        
	

        	
          §5.4 Mortgages and Title Insurance
        	
          34
        
	

        	
          §5.5 Additional Collateral
        	
          34
        
	

        	
          §5.6 Joinder Agreements
        	
          35
        


    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
    

    
      (continued)
    

    
    	

        	

        	
          
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          §6.
        	
          REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTORS
        	
          35
        
	

        	

        	
           
        
	

        	
          §6.1 Corporate Authority, Etc
        	
          35
        
	

        	
          §6.2 Governmental Approvals
        	
          36
        
	

        	
          §6.3 [Intentionally Omitted.]
        	
          36
        
	

        	
          §6.4 Financial Statements
        	
          36
        
	

        	
          §6.5 No Material Changes
        	
          37
        
	

        	
          §6.6 Franchises, Patents, Copyrights, Etc
        	
          37
        
	

        	
          §6.7 Litigation
        	
          37
        
	

        	
          §6.8 No Materially Adverse Contracts, Etc
        	
          37
        
	

        	
          §6.9 Compliance with Other Instruments, Laws, Etc
        	
          37
        
	

        	
          §6.10 Tax Status
        	
          38
        
	

        	
          §6.11 No Event of Default
        	
          38
        
	

        	
          §6.12 Investment Company Acts
        	
          38
        
	

        	
          §6.13 Absence of UCC Financing Statements, Etc
        	
          38
        
	

        	
          §6.14 Setoff, Etc
        	
          38
        
	

        	
          §6.15 Certain Transactions
        	
          38
        
	

        	
          §6.16 Employee Benefit Plans
        	
          38
        
	

        	
          §6.17 Regulations T, U and X
        	
          39
        
	

        	
          §6.18 Environmental Compliance
        	
          39
        
	

        	
          §6.19 [Intentionally Omitted.]
        	
          40
        
	

        	
          §6.20 Collateral Property
        	
          41
        
	

        	
          §6.21 Loan Documents
        	
          44
        
	

        	
          §6.22 [Intentionally Omitted.]
        	
          44
        
	

        	
          §6.23 Brokers
        	
          44
        
	

        	
          §6.24 Other Debt
        	
          44
        
	

        	
          §6.25 Solvency
        	
          44
        
	

        	
          §6.26 Contribution Agreement
        	
          45
        
	

        	
          §6.27 No Fraudulent Intent
        	
          45
        
	

        	
          §6.28 Transaction in Best Interests of Borrower; Consideration
        	
          45
        
	

        	
          §6.29 Ownership
        	
          45
        
	

        	
          §6.30 Embargoed Persons
        	
          45
        
	

        	
          §6.31 Organizational Agreements
        	
          46
        
	

        	
          §6.32 Restatement of Representations Set Forth in the Secured Credit
          Agreement
        	
          46
        
	

        	

        	
           
        
	
          §7.
        	
          AFFIRMATIVE COVENANTS OF THE BORROWER AND THE GUARANTORS
        	
          46
        
	

        	

        	
           
        
	

        	
          §7.1 Punctual Payment
        	
          46
        
	

        	
          §7.2 Maintenance of Office
        	
          46
        
	

        	
          §7.3 Records and Accounts
        	
          46
        
	

        	
          §7.4 Financial Statements, Certificates and Information
        	
          46
        
	

        	
          §7.5 Notices
        	
          48
        
	

        	
          §7.6 Existence; Maintenance of Property
        	
          49
        
	

        	
          §7.7 Insurance
        	
          49
        


    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
    

    
      (continued)
    

    
    	

        	

        	
          
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          §7.8 Taxes
        	
          49
        
	

        	
          §7.9 Inspection of Properties and Books
        	
          49
        
	

        	
          §7.10 Compliance with Laws, Contracts, Licenses, and Permits
        	
          50
        
	

        	
          §7.11 Use of Proceeds
        	
          50
        
	

        	
          §7.12 Further Assurances
        	
          50
        
	

        	
          §7.13 Compliance
        	
          50
        
	

        	
          §7.14 Management Agreements
        	
          50
        
	

        	
          §7.15 Survey
        	
          50
        
	

        	
          §7.16 Construction of Improvements
        	
          50
        
	

        	
          §7.17 Interest Rate Contract(s)
        	
          51
        
	

        	
          §7.18 Joint Ventures
        	
          51
        
	

        	
          §7.19 [Intentionally Omitted.]
        	
          51
        
	

        	
          §7.20 [Intentionally Omitted.]
        	
          51
        
	

        	
          §7.21 Casualty
        	
          51
        
	

        	
          §7.22 Condemnation
        	
          52
        
	

        	
          §7.23 Subsidiary Property Owners to Comply With Organizational
          Agreements
        	
          52
        
	

        	
          §7.24 Compliance with Covenants in Secured Credit Agreement
        	
          52
        
	

        	

        	
           
        
	
          §8.
        	
          CERTAIN NEGATIVE COVENANTS OF THE BORROWER AND THE GUARANTORS
        	
          53
        
	

        	

        	
           
        
	

        	
          §8.1 Restrictions on Indebtedness
        	
          53
        
	

        	
          §8.2 Restrictions on Liens Etc
        	
          53
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          §8.3 Restrictions on Investments
        	
          54
        
	

        	
          §8.4 Merger, Consolidation
        	
          55
        
	

        	
          §8.5 Conduct of Business
        	
          55
        
	

        	
          §8.6 Compliance with Environmental Laws
        	
          55
        
	

        	
          §8.7 Distributions
        	
          57
        
	

        	
          §8.8 Subsidiary Subordinate Debt
        	
          57
        
	

        	
          §8.9 Development Activity
        	
          58
        
	

        	
          §8.10 Restrictions on New Development Activity and New Redevelopment
          Activity
        	
          59
        
	

        	
          §8.11 Additional Restrictions Concerning the Collateral Property
        	
          60
        
	

        	
          §8.12 Additional Covenants with Respect to Indebtedness, Operations,
          Fundamental Changes
        	
          60
        
	

        	
          §8.13 Modification of Organizational Agreements and other Key
          Documents
        	
          61
        
	

        	
          §8.14 Trust Preferred Equity and Subordinated Debt
        	
          62
        
	

        	
          §8.15 Investments in Subsidiaries
        	
          62
        
	

        	
          §8.16 Recourse Indebtedness
        	
          62
        
	

        	

        	
           
        
	
          §9.
        	
          FINANCIAL COVENANTS OF THE TRUST AND THE BORROWER
        	
          63
        
	

        	

        	
           
        
	

        	
          §9.1 Liabilities to Assets Ratio
        	
          63
        
	

        	
          §9.2 Fixed Charges Coverage
        	
          63
        
	

        	
          §9.3 Consolidated Tangible Net Worth
        	
          63
        
	

        	
          §9.4 [Intentionally Omitted.]
        	
          63
        


    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
    

    
      (continued)
    

    
    	

        	

        	
          
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          §10.
        	
          CLOSING CONDITIONS
        	
          63
        
	

        	

        	
           
        
	

        	
          §10.1 Loan Documents
        	
          64
        
	

        	
          §10.2 Certified Copies of Organizational Documents
        	
          64
        
	

        	
          §10.3 Resolutions
        	
          64
        
	

        	
          §10.4 Incumbency Certificate; Authorized Signers
        	
          64
        
	

        	
          §10.5 Opinion of Counsel
        	
          64
        
	

        	
          §10.6 Payment of Fees
        	
          64
        
	

        	
          §10.7 Performance; No Default
        	
          64
        
	

        	
          §10.8 Representations and Warranties
        	
          64
        
	

        	
          §10.9 Proceedings and Documents
        	
          65
        
	

        	
          §10.10 Stockholder and Partner Consents
        	
          65
        
	

        	
          §10.11 Equity
        	
          65
        
	

        	
          §10.12 [Intentionally Omitted.]
        	
          65
        
	

        	
          §10.13 Contribution Agreement
        	
          65
        
	

        	
          §10.14 No Legal Impediment
        	
          65
        
	

        	
          §10.15 Governmental Regulation
        	
          65
        
	

        	
          §10.16 [Intentionally Omitted.]
        	
          65
        
	

        	
          §10.17 [Intentionally Omitted.]
        	
          65
        
	

        	
          §10.18 No Condemnation/Taking
        	
          65
        
	

        	
          §10.19 Other
        	
          65
        
	

        	

        	
           
        
	
          §11.
        	
          CONDITIONS TO ALL BORROWINGS
        	
          66
        
	

        	

        	
           
        
	

        	
          §11.1 Prior Conditions Satisfied
        	
          66
        
	

        	
          §11.2 Representations True; No Default
        	
          66
        
	

        	
          §11.3 Borrowing Documents
        	
          66
        
	

        	

        	
           
        
	
          §12.
        	
          EVENTS OF DEFAULT; ACCELERATION; ETC
        	
          66
        
	

        	

        	
           
        
	

        	
          §12.1 Events of Default and Acceleration
        	
          66
        
	

        	
          §12.2 Limitation of Cure Periods
        	
          69
        
	

        	
          §12.3 Termination of Commitments
        	
          69
        
	

        	
          §12.4 Remedies
        	
          69
        
	

        	
          §12.5 Distribution of Proceeds
        	
          70
        
	

        	

        	
           
        
	
          §13.
        	
          SETOFF
        	
          70
        
	

        	

        	
           
        
	
          §14.
        	
          THE AGENT
        	
          71
        
	

        	

        	
           
        
	

        	
          §14.1 Authorization
        	
          71
        
	

        	
          §14.2 Employees and Agents
        	
          71
        
	

        	
          §14.3 No Liability
        	
          71
        
	

        	
          §14.4 No Representations
        	
          72
        
	

        	
          §14.5 Payments
        	
          72
        
	

        	
          §14.6 Holders of Notes
        	
          73
        
	

        	
          §14.7 Indemnity
        	
          74
        
	

        	
          §14.8 Agent as Bank
        	
          74
        
	

        	
          §14.9 Resignation
        	
          74
        


    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
    

    
      (continued)
    

    
    	

        	

        	
          
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          §14.10 Duties in the Case of Enforcement
        	
          74
        
	

        	
          §14.11 Bankruptcy
        	
          75
        
	

        	
          §14.12 Approvals
        	
          75
        
	

        	
          §14.13 Borrower not Beneficiary
        	
          75
        
	

        	
          §14.14 Request for Agent Action
        	
          75
        
	

        	

        	
           
        
	
          §15.
        	
          EXPENSES
        	
          76
        
	

        	

        	
           
        
	
          §16.
        	
          INDEMNIFICATION
        	
          77
        
	

        	

        	
           
        
	
          §17.
        	
          SURVIVAL OF COVENANTS, ETC
        	
          78
        
	

        	

        	
           
        
	
          §18.
        	
          ASSIGNMENT AND PARTICIPATION
        	
          78
        
	

        	

        	
           
        
	

        	
          §18.1 Conditions to Assignment by Banks
        	
          78
        
	

        	
          §18.2 Register
        	
          79
        
	

        	
          §18.3 New Notes
        	
          79
        
	

        	
          §18.4 Participations
        	
          79
        
	

        	
          §18.5 Pledge by Bank
        	
          79
        
	

        	
          §18.6 No Assignment by Borrower or the Guarantors
        	
          80
        
	

        	
          §18.7 Disclosure
        	
          80
        
	

        	
          §18.8 Amendments to Loan Documents
        	
          80
        
	

        	
          §18.9 Mandatory Assignment
        	
          80
        
	

        	
          §18.10 Titled Agent
        	
          81
        
	

        	

        	
           
        
	
          §19.
        	
          NOTICES
        	
          81
        
	

        	

        	
           
        
	
          §20.
        	
          RELATIONSHIP
        	
          82
        
	

        	

        	
           
        
	
          §21.
        	
          GOVERNING LAW: CONSENT TO JURISDICTION AND SERVICE
        	
          82
        
	

        	

        	
           
        
	
          §22.
        	
          HEADINGS
        	
          83
        
	

        	

        	
           
        
	
          §23.
        	
          COUNTERPARTS
        	
          83
        
	

        	

        	
           
        
	
          §24.
        	
          ENTIRE AGREEMENT, ETC
        	
          83
        
	

        	

        	
           
        
	
          §25.
        	
          WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS
        	
          83
        
	

        	

        	
           
        
	
          §26.
        	
          DEALINGS WITH THE BORROWER OR THE GUARANTORS
        	
          84
        
	

        	

        	
           
        
	
          §27.
        	
          CONSENTS, AMENDMENTS, WAIVERS, ETC
        	
          84
        
	

        	

        	
           
        
	
          §28.
        	
          SEVERABILITY
        	
          84
        
	

        	

        	
           
        
	
          §29.
        	
          TIME OF THE ESSENCE
        	
          85
        
	

        	

        	
           
        
	
          §30.
        	
          NO UNWRITTEN AGREEMENTS
        	
          85
        


    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
    

    
      (continued)
    

    
    	

        	

        	
          
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          §31.
        	
          REPLACEMENT OF NOTES
        	
          85
        
	

        	

        	
           
        
	
          §32.
        	
          TRUST EXCULPATION
        	
          85
        
	

        	

        	
           
        
	
          §33.
        	
          PATRIOT ACT
        	
          86
        
	

        	

        	
           
        
	
          §34.
        	
          DISCLAIMER BY AGENT AND BANKS
        	
          86
        
	

        	

        	
           
        
	
          §35.
        	
          JOINT AND SEVERAL LIABILITY
        	
          87
        
	

        	

        	
           
        
	
          §36.
        	
          RATIFICATION OF GUARANTY
        	
          87
        


    

    
      
        

        

      

      
        
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      EXHIBITS AND SCHEDULES
    

    
    	
          EXHIBIT A
        	
          FORM OF NOTE
        
	
          EXHIBIT B
        	
          FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
        
	
          EXHIBIT C
        	
          INTENTIONALLY OMITTED
        
	
          EXHIBIT D
        	
          FORM OF REQUEST FOR LOAN
        
	
          EXHIBIT E
        	
          FORM OF REQUEST FOR EXTENSION OF LOANS
        
	
          EXHIBIT F
        	
          FORM OF JOINDER AGREEMENT
        
	

        	
           
        
	
          SCHEDULE 1
        	
          BANKS AND COMMITMENTS
        
	
          SCHEDULE 6.7
        	
          LITIGATION
        
	
          SCHEDULE 6.10
        	
          TAX STATUS
        
	
          SCHEDULE 6.15
        	
          CERTAIN TRANSACTIONS
        
	
          SCHEDULE 6.18
        	
          ENVIRONMENTAL MATTERS
        
	
          SCHEDULE 6.20
        	
          SERVICE AGREEMENTS; MANAGEMENT AGREEMENTS
        
	
          SCHEDULE 6.23
        	
          OTHER MATERIAL REAL PROPERTY AGREEMENTS
        
	
          SCHEDULE 6.31
        	
          ORGANIZATIONAL AGREEMENTS
        


    

    
      
        

        

      

      
        
          1
        

        
          


        

      

      
        

        

      

    

    
      FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
    

    
      This FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
      is made as of the 11th day of December, 2009 by and among RAMCO-GERSHENSON
      PROPERTIES, L.P. (“Borrower”), a Delaware limited partnership, RAMCO-GERSHENSON
      PROPERTIES TRUST (the “Trust”), a Maryland real estate investment
      trust, RAMCO VIRGINIA PROPERTIES, L.L.C. (“Aquia”), a Michigan
      limited liability company, KEYBANK NATIONAL ASSOCIATION, a
      national banking association (“KeyBank”) and the other lending
      institutions which may become parties hereto pursuant to §18 (the
      “Banks”), and KEYBANK NATIONAL ASSOCIATION, a
      national banking association, as Administrative Agent for the Banks (the
      “Agent”).
    

    
      RECITALS
    

    
      WHEREAS, Borrower, Trust, Aquia, KeyBank, Agent and the other
      parties thereto have entered into that certain Revolving Credit
      Agreement dated as of December 16, 2008 (the “Original Credit
      Agreement”); and
    

    
      WHEREAS, the parties desire to enter into this Agreement to amend
      and restate the Original Credit Agreement in its entirety;
    

    
      NOW, THEREFORE, in consideration of the terms and conditions
      herein, and of any loans, advances, or extensions of credit heretofore,
      now or hereafter made to or for the benefit of the Borrower by the
      Banks, the parties hereto hereby amend and restate and covenant and
      agree as follows:
    

    
      §1.      DEFINITIONS AND RULES
      OF INTERPRETATION.
    

    
      §1.1               Definitions.  The
      following terms shall have the meanings set forth in this §1 or
      elsewhere in the provisions of this Agreement referred to below:
    

    
      Acknowledgment.  The Acknowledgment executed by a Subsidiary
      Property Owner in favor of the Agent, as the same may be modified,
      amended or restated.
    

    
      Affiliate.  An Affiliate, as applied to any Person, shall mean
      any other Person directly or indirectly controlling, controlled by, or
      under common control with, that Person.  For purposes of this
      definition, “control” (including, with correlative meanings, the terms
      “controlling”, “controlled by” and “under common control with”), as
      applied to any Person, means (a) the possession, directly or indirectly,
      of the power to vote ten percent (10%) or more of the stock, shares,
      voting trust certificates, beneficial interests, partnership interests,
      member interests or other interests having voting power for the election
      of directors of such Person or otherwise to direct or cause the
      direction of the management and policies of that Person, whether through
      the ownership of voting securities or by contract or otherwise, or (b)
      the ownership of (i) a general partnership interest, (ii) a managing
      member’s interest in a limited liability company or (iii) a limited
      partnership interest or preferred stock (or other ownership interest)
      representing ten percent (10%) or more of the outstanding limited
      partnership interests, preferred stock or other ownership interests of
      such Person.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Agent.  KeyBank National Association, acting as Administrative
      Agent for the Banks, its successors and assigns.
    

    
      Agent’s Head Office.  The Agent’s head office located at
      127 Public Square, Cleveland, Ohio  44114-1306, or at such other
      location as the Agent may designate from time to time by notice to the
      Borrower and the Banks.
    

    
      Agent’s Special Counsel.  McKenna Long & Aldridge LLP or
      such other counsel as may be approved by the Agent.
    

    
      Agreement.  This First Amended and Restated Revolving Credit
      Agreement, including the Schedules and Exhibits hereto.
    

    
      Appraisal.  An as is MAI appraisal of the value of a parcel of
      Real Estate, determined on an as is fair value basis, performed by an
      independent appraiser selected by the Agent who is not an employee of
      the Borrower, the Guarantors or any of their Subsidiaries, the Agent or
      a Bank, the form and substance of such appraisal and the identity of the
      appraiser to be in compliance with the Financial Institutions Reform,
      Recovery and Enforcement Act of 1989, as amended, the rules and
      regulations adopted pursuant thereto and all other regulatory laws
      applicable to the Banks and otherwise acceptable to the Agent.
    

    
      Appraised Value.  The as is value of the Real Estate and
      improvements thereon determined by the Appraisal of such property
      obtained pursuant to §5.2, subject, however, to such changes or
      adjustments to the value determined thereby as may be required by the
      appraisal department of the Agent.
    

    
      Aquia.  Ramco Virginia Properties, L.L.C., a Michigan limited
      liability company.
    

    
      Aquia Joint Venture.  See §5.2.
    

    
      Aquia Towne Center.  The Collateral Property owned by Aquia and
      located in Stafford County, Virginia, which is commonly known as Aquia
      Towne Center.
    

    
      Arranger.  KeyBanc Capital Markets.
    

    
      Assignment and Acceptance Agreement.  See §18.1.
    

    
      Assignments of Interests.  The Collateral Assignment of Interests
      from Borrower to the Agent, as the same may be modified, amended or
      restated, pursuant to which there shall be collaterally assigned to
      Agent a security interest in the interest of Borrower in the Subsidiary
      Property Owners more particularly described therein, such assignment to
      be in form and substance satisfactory to Agent.
    

    
      Balance Sheet Date.  September 30, 2009.
    

    
      Banks.  KeyBank, any other Banks a party hereto, and any other
      Person who becomes an assignee of any rights of a Bank pursuant to §18.
    

    
      Base Rate.  The greater of (a) the variable annual rate of
      interest announced from time to time by Agent at Agent’s Head Office as
      its “prime rate,” (b) one-half of one percent (0.5%) above the Federal
      Funds Effective Rate (rounded upwards, if necessary, to the next
      one-eighth of one percent), or (c) the then-applicable LIBOR Rate for
      one month interest periods, plus one percent (1.0%) per annum.  The Base
      Rate is a reference rate and does not necessarily represent the lowest
      or best rate being charged to any customer.  Any change in the rate of
      interest payable hereunder resulting from a change in the Base Rate
      shall become effective as of the opening of business on the day on which
      such change in the Base Rate becomes effective, without notice or demand
      of any kind.
    

    
      
        

        

      

      
        
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      Base Rate Loans.  Those Loans bearing interest calculated by
      reference to the Base Rate.
    

    
      Board.  See the definition of Change of Control.
    

    
      Borrower.  As defined in the preamble hereto.
    

    
      Building.  With respect to the Collateral Property, all of the
      buildings, structures and improvements now or hereafter located thereon.
    

    
      Business Day.  Any day on which banking institutions located in
      the same city and state as the Agent’s Head Office and in New York are
      open for the transaction of banking business and, in the case of LIBOR
      Rate Loans, which also is a LIBOR Business Day.
    

    
      Capital Expenditure Reserve Amount.  With respect to any Person
      or property, a reserve for replacements and capital expenditures equal
      to $.10 per square foot of building space located on all Real Estate
      owned by such Person, other than Real Estate subject to leases which
      provide that the tenant is responsible for all building maintenance.
    

    
      Capital Improvement Project.  With respect to any Real Estate now
      or hereafter owned by the Borrower or any of its Subsidiaries which is
      utilized principally for shopping centers, capital improvements
      consisting of rehabilitation, refurbishment, replacement, expansions and
      improvements (including related amenities) to the existing Buildings on
      such Real Estate and capital additions, repairs, resurfacing and
      replacements in the common areas of such Real Estate all of which may be
      properly capitalized under GAAP.
    

    
      Capitalized Lease.  A lease under which a Person is the lessee or
      obligor, the discounted future rental payment obligations under which
      are required to be capitalized on the balance sheet of the lessee or
      obligor in accordance with GAAP.
    

    
      Cash Equivalents.  As of any date, (i) securities issued or
      directly and fully guaranteed or insured by the United States government
      or any agency or instrumentality thereof having maturities of not more
      than one year from such date, (ii) time deposits and certificates of
      deposits having maturities of not more than one year from such date and
      issued by any domestic commercial bank having, (A) senior long term
      unsecured debt rated at least A or the equivalent thereof by S&P or A2
      or the equivalent thereof by Moody’s and (B) capital and surplus in
      excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or
      the equivalent thereof by S&P or P-1 or the equivalent thereof by
      Moody’s and in either case maturing within one hundred twenty (120) days
      from such date, and (iv) shares of any money market mutual fund rated at
      least AAA or the equivalent thereof by S&P or at least Aaa or the
      equivalent thereof by Moody’s.
    

    
      CERCLA.  See §6.18.
    

    
      
        

        

      

      
        
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      Change of Control.  The occurrence of any one of the following
      events:
    

    
      (a)                          during any twelve month period on or after
      the date of this Agreement, individuals who at the beginning of such
      period constituted the Board of Directors or Trustees of the Trust (the
      “Board”) (together with any new directors whose election by the Board or
      whose nomination for election by the shareholders of the Trust was
      approved by a vote of at least a majority of the members of the Board
      then in office who either were members of the Board at the beginning of
      such period or whose election or nomination for election was previously
      so approved) cease for any reason to constitute a majority of the
      members of the Board then in office; or
    

    
      (b)                          any Person or group (as that term is
      understood under Section 13(d) of the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and the rules and regulations
      thereunder) shall have acquired beneficial ownership (within the meaning
      of Rule 13d-3 under the Exchange Act) of a percentage (based on voting
      power, in the event different classes of stock shall have different
      voting powers) of the voting stock of the Trust equal to at least thirty
      percent (30%);
    

    
      (c)                          the Borrower or Trust consolidates with, is
      acquired by, or merges into or with any Person (other than a merger
      permitted by Section 8.4 of the Secured Credit Agreement); or
    

    
      (d)                          the Borrower fails to directly or
      indirectly own, free of any lien, encumbrance or other adverse claim
      (except liens in favor of Agent in connection with the Loans), at least
      one hundred percent (100%) of the economic interest and the Voting
      Interest of any Subsidiary Property Owner.
    

    
      Closing Date.  The first date on which all of the conditions set
      forth in §10 and §11 have been satisfied.
    

    
      Code.  The Internal Revenue Code of 1986, as amended.
    

    
      Collateral.  All of the property, rights and interests of the
      Subsidiary Property Owners and the Borrower which are or are intended to
      be subject to the security interests and liens created by the Security
      Documents, including, without limitation, the Guaranty.
    

    
      Collateral Property.  The Land owned by the Subsidiary Property
      Owners and all improvements thereon.
    

    
      Commitment.  With respect to each Bank, the amount set forth on Schedule
      1 hereto as the amount of such Bank’s Commitment to make or maintain
      Loans to the Borrower for the account of the Borrower, as the same may
      be changed from time to time in accordance with the terms of this
      Agreement.
    

    
      Commitment Percentage.  With respect to each Bank, the percentage
      set forth on Schedule 1 hereto as such Bank’s percentage of the
      aggregate Commitments of all of the Banks, as the same may be changed
      from time to time in accordance with the terms of this Agreement.
    

    
      
        

        

      

      
        
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      Consolidated or combined.  With reference to any term
      defined herein, that term as applied to the accounts of a Person and its
      Subsidiaries, consolidated or combined in accordance with GAAP.
    

    
      Consolidated Operating Cash Flow.  With respect to any period of
      a Person, an amount equal to the Operating Cash Flow of such Person and
      its Subsidiaries for such period consolidated in accordance with GAAP.
    

    
      Consolidated Tangible Net Worth.  The amount by which
      Consolidated Total Adjusted Asset Value exceeds Consolidated Total
      Liabilities, and less the sum of:
    

    
      (a)                          the total book value of all assets of a
      Person and its Subsidiaries properly classified as intangible assets
      under GAAP, including such items as good will, the purchase price of
      acquired assets in excess of the fair market value thereof, trademarks,
      trade names, service marks, brand names, copyrights, patents and
      licenses, and rights with respect to the foregoing; and
    

    
      (b)                          all amounts representing any write-up in
      the book value of any assets of such Person or its Subsidiaries
      resulting from a revaluation thereof subsequent to the Balance Sheet
      Date; and
    

    
      (c)                          all amounts representing minority interests
      as of such date which are applicable to third parties in Investments of
      the Borrower.
    

    
      
        

        

      

      
        
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      Consolidated Total Adjusted Asset Value.  With respect to any
      Person, the sum of all assets of such Person and its Subsidiaries
      determined on a Consolidated basis in accordance with GAAP, provided
      that all Real Estate that is improved and not Under Development shall be
      valued at an amount equal to (A) the Operating Cash Flow of such Person
      and its Subsidiaries and Unconsolidated Affiliates described in §8.15
      from such Real Estate for the period covered by the four previous
      consecutive fiscal quarters (treated as a single accounting period)
      divided by (B) 0.0850 (an 8.50% capitalization rate), provided that (i)
      prior to such time as the Borrower or any of its Subsidiaries or such
      Unconsolidated Affiliates has owned and operated any parcel of Real
      Estate for four full fiscal quarters (or with respect to any
      Redevelopment Property that has been valued at cost as permitted below
      and has recommenced operations for less than four full fiscal quarters),
      the Operating Cash Flow with respect to such parcel of Real Estate for
      the number of full fiscal quarters which the Borrower or any of its
      Subsidiaries or such Unconsolidated Affiliates has owned and operated
      such parcel of Real Estate (or, with respect to a Redevelopment Property
      that has recommenced operations, the Operating Cash Flow for such
      Redevelopment Property for the number of full fiscal quarters which the
      Borrower or its Subsidiary or such Unconsolidated Affiliate has
      recommenced operations) as annualized shall be utilized, (ii) the
      Operating Cash Flow for any parcel of Real Estate (or Redevelopment
      Property that has recommenced operations) without a full quarter of
      performance shall be annualized in such manner as the Agent shall
      approve, such approval not to be unreasonably withheld, (iii) prior to
      being capitalized, the Operating Cash Flow with respect to any parcel of
      Real Estate owned by an Unconsolidated Affiliate of such Person shall be
      reduced by the amount of all Debt Service of such Unconsolidated
      Affiliate, and (iv) to the extent that the capitalized Operating Cash
      Flow with respect to any parcel of Real Estate owned by an
      Unconsolidated Affiliate of such Person is included in the calculation
      of Consolidated Total Adjusted Asset Value for such Person, such
      Person’s interest in the Unconsolidated Affiliate shall not be included
      in the calculation of Consolidated Total Adjusted Asset Value for such
      Person.  Real Estate that is Under Development and undeveloped Land
      shall be valued at its capitalized cost in accordance with
      GAAP.  Notwithstanding the foregoing, Borrower may elect to value a
      Redevelopment Property at cost as determined in accordance with GAAP, as
      set forth in the first sentence of this definition, for a period of up
      to eighteen (18) months which eighteen (18) month period shall commence
      upon the date which Agent receives written notice from Borrower of such
      election (including any notice provided under the credit agreement
      restated by the Secured Credit Agreement Credit Agreement).  The assets
      of the Borrower and its Subsidiaries on the consolidated financial
      statements of the Borrower and its Subsidiaries shall be adjusted to
      reflect the Borrower’s allocable share of such asset including
      Borrower’s interest in any Unconsolidated Affiliate whose asset value is
      determined by application of the capitalization rate above, for the
      relevant period or as of the date of determination, taking into account
      (a) the relative proportion of each such item derived from assets
      directly owned by the Borrower and from assets owned by its respective
      Subsidiaries and Unconsolidated Affiliates, and (b) the Borrower’s
      respective ownership interest in its Subsidiaries and Unconsolidated
      Affiliates.  
    

    
      Consolidated Total Liabilities.  All liabilities of a Person and
      its Subsidiaries determined on a Consolidated basis in accordance with
      GAAP and all Indebtedness of such Person and its Subsidiaries, whether
      or not so classified, including any liabilities arising in connection
      with sale and leaseback transactions.  Consolidated Total Liabilities
      shall not include Trust Preferred Equity or Subordinated Debt.  Amounts
      undrawn under this Agreement shall not be included in Indebtedness for
      purposes of this definition.  Notwithstanding anything to the contrary
      contained herein, (a) Indebtedness (i) of Borrower and its Subsidiaries
      consisting of environmental indemnities and guarantees with respect to
      customary exceptions to exculpatory language with respect to
      Non-recourse Indebtedness and (ii) of Borrower with respect to the TIF
      Guaranty shall not be included in the calculation of Consolidated Total
      Liabilities of Borrower and its Subsidiaries unless a claim shall have
      been made against Borrower or a Subsidiary of Borrower on account of any
      such guaranty or indemnity, and (b) Indebtedness of Borrower, the Trust
      and their Subsidiaries under completion guarantees shall equal the
      remaining costs to complete the applicable construction project in
      excess of construction loan or mezzanine loan proceeds available
      therefor and any equity deposited or invested for the payment of such
      costs.  
    

    
      Conversion Request.  A notice given by the Borrower to the Agent
      of its election to convert or continue a Loan in accordance with §4.1.
    

    
      Contribution Agreement.  The Contribution Agreement, dated of
      even date herewith, among Borrower and the Guarantors.
    

    
      Debt Offering.  The issuance and sale by the Borrower or any
      Guarantor of any debt securities of the Borrower or any Guarantor.
    

    
      Debt Service.  For any period, the sum of all interest, including
      capitalized interest not paid in cash, bond related expenses, and
      mandatory principal/sinking fund payments due and payable during such
      period excluding any balloon payments due upon maturity of any
      Indebtedness.  Any of the foregoing payable with respect to Subordinated
      Debt shall be included in the calculation of Debt Service.  
    

    
      Default.  See §12.1.
    

    
      
        

        

      

      
        
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      Defaulting Bank.  See §14.5(c).
    

    
      Derivatives Contract.  Any and all rate swap transactions, basis
      swaps, credit derivative transactions, forward rate transactions,
      commodity swaps, commodity options, forward commodity contracts, equity
      or equity index swaps or options, bond or bond price or bond index swaps
      or options or forward bond or forward bond price or forward bond index
      transactions, interest rate options, forward foreign exchange
      transactions, cap transactions, floor transactions, collar transactions,
      currency swap transactions, cross-currency rate swap transactions,
      currency options, spot contracts, or any other similar transactions or
      any combination of any of the foregoing (including any options to enter
      into any of the foregoing), whether or not any such transaction is
      governed by or subject to any master agreement.  Not in limitation of
      the foregoing, the term “Derivatives Contract” includes any and all
      transactions of any kind, and the related confirmations, which are
      subject to the terms and conditions of, or governed by, any form of
      master agreement published by the International Swaps and Derivatives
      Association, Inc., any International Foreign Exchange Master Agreement,
      or any other master agreement of similar type, including any such
      obligations or liabilities under any such master agreement.
    

    
      Directions.  See §14.12.
    

    
      Distribution.  With respect to any Person, the declaration or
      payment of any cash, cash flow, dividend or distribution on or in
      respect of any shares of any class of capital stock, partnership
      interest, membership interest or other beneficial interest of such
      Person other than that portion of any dividends or distributions payable
      in equity securities of such Person; the purchase, redemption, exchange
      or other retirement of any shares of any class of capital stock,
      partnership interest, membership interest or other beneficial interest
      of such Person, directly or indirectly through a Subsidiary of such
      Person or otherwise; the return of capital by such Person to its
      shareholders, partners, members or other owners as such; or any other
      distribution on or in respect of any shares of any class of capital
      stock or other beneficial interest of such Person; or any payment other
      than interest (excluding any default rate interest) made by the
      Subsidiary Property Owners with respect to the Subsidiary Subordinate
      Debt.
    

    
      Dollars or $. Dollars in lawful currency of the United
      States of America.
    

    
      Domestic Lending Office.  Initially, the office of each Bank
      designated as such in Schedule 1 hereto; thereafter, such other
      office of such Bank, if any, located within the United States that will
      be making or maintaining Base Rate Loans.
    

    
      Drawdown Date.  The date on which any Loan is made or is to be
      made, and the date on which any Loan which is made prior to the Maturity
      Date is converted or combined in accordance with §4.1.
    

    
      Employee Benefit Plan.  Any employee benefit plan within the
      meaning of §3(3) of ERISA maintained or contributed to by the Borrower,
      any Guarantor or any ERISA Affiliate, other than a Multiemployer Plan.
    

    
      Environmental Engineer.  URS Corporation, or another firm of
      independent professional engineers or other scientists generally
      recognized as expert in the detection, analysis and remediation of
      Hazardous Substances and related environmental matters and which has
      been previously approved by the Agent, or if not previously approved by
      the Agent, with respect to which the Borrower has provided to the Agent
      a copy of such firm’s errors and omissions insurance policy and a
      reliance letter both in form and substance acceptable to the Agent.
    

    
      
        

        

      

      
        
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      Environmental Laws.  See §6.18(a).
    

    
      Equity Interests.  One hundred percent (100%) of Borrower’s
      direct and indirect legal, equitable and beneficial ownership interests
      in the Subsidiary Property Owners, including, without limitation,
      Borrower’s right, title and interest in and to any Distributions from
      the Subsidiary Property Owners.
    

    
      Equity Offering.  The issuance and sale by the Borrower or any
      Guarantor of any equity securities of the Borrower or such Guarantor.
    

    
      Extension Request.  See §4.15.
    

    
      ERISA.  The Employee Retirement Income Security Act of 1974, as
      amended and in effect from time to time.
    

    
      ERISA Affiliate.  Any Person which is treated as a single
      employer with the Borrower or any Guarantor under §414 of the Code.
    

    
      ERISA Reportable Event.  A reportable event with respect to a
      Guaranteed Pension Plan within the meaning of §4043 of ERISA and the
      regulations promulgated thereunder as to which the requirement of notice
      has not been waived.
    

    
      Event of Default.  See §12.1.
    

    
      Federal Funds Effective Rate.  For any day, the rate per annum
      (rounded to the nearest one hundredth of one percent (1/100 of 1%))
      announced by the Federal Reserve Bank of Cleveland on such day as being
      the weighted average of the rates on overnight federal funds
      transactions arranged by federal funds brokers on the previous trading
      day, as computed and announced by such Federal Reserve Bank in
      substantially the same manner as such Federal Reserve Bank computes and
      announces the weighted average it refers to as the “Federal Funds
      Effective Rate”, or, if such rate is not so published for any day that
      is a Business Day, the average of the quotations for such day on such
      transactions received by the Agent from three (3) Federal funds brokers
      of recognized standing selected by the Agent.
    

    
      Fixed Charges.  With respect to the Trust and its Subsidiaries
      for any fiscal period, an amount equal to the sum of (a) the Debt
      Service of the Trust and its Subsidiaries, plus (b) the Preferred
      Distributions of the Trust and its Subsidiaries, all determined on a
      consolidated basis in accordance with GAAP.
    

    
      Funds from Operations.  With respect to any Person for any fiscal
      period, the Net Income (or Deficit) of such Person computed in
      accordance with GAAP, excluding losses from sales of property, plus
      depreciation and amortization, and after adjustments for unconsolidated
      partnerships and joint ventures.  Adjustments for unconsolidated
      partnerships and joint ventures will be calculated to reflect funds from
      operations on the same basis.
    

    
      
        

        

      

      
        
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      GAAP.  Principles that are (a) consistent with the principles
      promulgated or adopted by the Financial Accounting Standards Board and
      its predecessors, as in effect from time to time and (b) consistently
      applied with past financial statements of the Person adopting the same
      principles; provided that a certified public accountant would,
      insofar as the use of such accounting principles is pertinent, be in a
      position to deliver an unqualified opinion (other than a qualification
      regarding changes in GAAP) as to financial statements in which such
      principles have been properly applied.  Notwithstanding the foregoing,
      for the purposes of the financial calculations hereunder, any amount
      otherwise included therein from a mark-up or mark-down of a derivative
      product of a Person shall be excluded.
    

    
      Governmental Approvals.  Collectively, all consents, licenses,
      and permits and all other authorizations or approvals required from any
      Governmental Authority for the construction in accordance with the plans
      and specifications.
    

    
      Governmental Authority.  Any federal, state, county or municipal
      government, or political subdivision thereof, any governmental or quasi
      governmental agency, authority, board, bureau, commission, department,
      instrumentality, or public body, or any court, administrative tribunal,
      or public utility.
    

    
      Guaranteed Pension Plan.  Any employee pension benefit plan
      within the meaning of §3(2) of ERISA maintained or contributed to by the
      Borrower, any Guarantor or any ERISA Affiliate the benefits of which are
      guaranteed on termination in full or in part by the PBGC pursuant to
      Title IV of ERISA, other than a Multiemployer Plan.
    

    
      Guarantors.  Collectively, the Trust and the Subsidiary Property
      Owners, and individually, any one such Guarantor.
    

    
      Guaranty.  The First Amended and Restated Unconditional Guaranty
      of Payment and Performance dated of even date herewith made by the
      Guarantors in favor of the Agent and the Banks, as the same may be
      modified or amended, such Guaranty to be in form and substance
      satisfactory to the Agent.
    

    
      Hazardous Substances.  See §6.18(b).
    

    
      High Leverage Condition.  Any period of time in which a Target
      Leverage Condition does not exist.
    

    
      Hotel Property.  See §5.2.
    

    
      Indebtedness.  All obligations, contingent and otherwise, that in
      accordance with GAAP should be classified upon the obligor’s balance
      sheet as liabilities, or to which reference should be made by footnotes
      thereto, but without any double counting, including in any event and
      whether or not so classified: (a) all debt and similar monetary
      obligations, whether direct or indirect (including, without limitation,
      any obligations evidenced by bonds, debentures, notes or similar debt
      instruments); (b) all liabilities secured by any mortgage, pledge,
      security interest, lien, charge or other encumbrance existing on
      property owned or acquired subject thereto, whether or not the liability
      secured thereby shall have been assumed; (c) all guarantees,
      endorsements and other contingent obligations whether direct or indirect
      in respect of indebtedness of others, including any obligation to supply
      funds to or in any manner to invest directly or indirectly in a Person,
      to purchase indebtedness, or to assure the owner of indebtedness against
      loss through an agreement to purchase goods, supplies or services for
      the purpose of enabling the debtor to make payment of the indebtedness
      held by such owner or otherwise; (d) any obligation as a lessee or
      obligor under a Capitalized Lease; (e) all subordinated debt (including,
      without limitation, Subordinated Debt but excluding Trust Preferred
      Equity); (f) all obligations to purchase under agreements to acquire
      (but excluding agreements which provide that the seller’s remedies
      thereunder are limited to market liquidated damages in the event the
      purchaser defaults thereunder), or otherwise to contribute money with
      respect to, properties under “development” within the meaning of §8.9;
      and (g) all obligations, contingent or deferred or otherwise, of any
      Person, including, without limitation, any such obligations as an
      account party under acceptance, letter of credit or similar facilities
      including, without limitation, obligations to reimburse the issuer in
      respect of a letter of credit except for contingent obligations (but
      excluding any guarantees or similar obligations) that are not material
      and are incurred in the ordinary course of business in connection with
      the acquisition or obtaining commitments for financing of Real Estate.
      Indebtedness shall also include loans made pursuant to the Subsidiary
      Subordinate Notes; provided, however, that loans made pursuant to the
      Subsidiary Subordinate Notes shall be excluded from Indebtedness so long
      as no Event of Default exists, and no default, material
      misrepresentation or breach of warranty has occurred under the
      Subsidiary Subordination and Standstill Agreement.
    

    
      
        

        

      

      
        
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      Indemnity Agreement.  The First Amended and Restated Indemnity
      Agreement Regarding Hazardous Materials made by the Borrower and the
      Guarantors in favor of the Agent and the Banks, as the same may be
      modified, amended or restated, pursuant to which the Borrower and the
      Guarantors agree to indemnify the Agent and the Banks with respect to
      Hazardous Substances and Environmental Laws, such Indemnity Agreement to
      be in form and substance satisfactory to the Agent.
    

    
      Interest Payment Date.  As to each Base Rate Loan, the first day
      of each calendar month during the term of such Base Rate Loan and as to
      each LIBOR Rate Loan, the first day of each calendar month during the
      term of such LIBOR Rate Loan and the last day of the Interest Period
      relating thereto.
    

    
      Interest Period.  With respect to each LIBOR Rate Loan (a)
      initially, the period commencing on the Drawdown Date of such Loan and
      ending one, two or three months (or, with the consent of the Banks, a
      period of less than one (1) month) thereafter and (b) thereafter, each
      period commencing on the day following the last day of the next
      preceding Interest Period applicable to such Loan and ending on the last
      day of one of the periods set forth above, as selected by the Borrower
      in a Conversion Request; provided that all of the foregoing
      provisions relating to Interest Periods are subject to the following:
    

    
      (i)                                    if any Interest Period with
      respect to a LIBOR Rate Loan would otherwise end on a day that is not a
      LIBOR Business Day, that Interest Period shall end and the next Interest
      Period shall commence on the next preceding or succeeding LIBOR Business
      Day as determined conclusively by the Agent in accordance with the then
      current bank practice in the London Interbank Market;
    

    
      (ii)                                   if the Borrower shall fail to
      give notice as provided in §4.1, the Borrower shall be deemed to have
      requested a conversion of the affected LIBOR Rate Loan to a Base Rate
      Loan on the last day of the then current Interest Period with respect
      thereto; and
    

    
      
        

        

      

      
        
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      (iii)                                  no Interest Period relating to
      any LIBOR Rate Loan shall extend beyond the Maturity Date.
    

    
      Interest Rate Contracts.  Interest rate swap, collar, cap or
      similar agreements providing interest rate protection.
    

    
      Investments.  With respect to any Person, all shares of capital
      stock, evidences of Indebtedness and other securities issued by any
      other Person, all loans, advances, or extensions of credit to, or
      contributions to the capital of, any other Person, all purchases of the
      securities or business or integral part of the business of any other
      Person and commitments and options to make such purchases, all interests
      in real property, and all other investments; provided, however,
      that the term “Investment” shall not include (i) equipment, inventory
      and other tangible personal property acquired in the ordinary course of
      business, or (ii) current trade and customer accounts receivable for
      services rendered in the ordinary course of business and payable in
      accordance with customary trade terms.  In determining the aggregate
      amount of Investments outstanding at any particular time: (a) the amount
      of any Investment represented as a guaranty shall be taken at not less
      than the principal amount of the obligations guaranteed and still
      outstanding; (b) there shall be included as an Investment all interest
      accrued with respect to Indebtedness constituting an Investment unless
      and until such interest is paid; (c) there shall be deducted in respect
      of each such Investment any amount received as a return of capital (but
      only by repurchase, redemption, retirement, repayment, liquidating
      dividend or liquidating distribution); (d) there shall not be deducted
      in respect of any Investment any amounts received as earnings on such
      Investment, whether as dividends, interest or otherwise, except that
      accrued interest included as provided in the foregoing clause (b) may be
      deducted when paid; and (e) there shall not be deducted from the
      aggregate amount of Investments any decrease in the value thereof.
    

    
      Joint Venture Value.  As of any date of determination, an amount
      equal to (A) the Appraised Value of the Office Property, Residential
      Property or the Hotel Property, as the case may be, owned by the
      applicable Aquia Joint Venture, less any Indebtedness with
      respect to the applicable Aquia Joint Venture, multiplied by (B)
      the percentage of Borrower’s or its Subsidiaries’ equitable and
      beneficial ownership interests in the Aquia Joint Venture that are not
      subject to any Lien (other than with Agent pursuant to the Loan
      Documents).
    

    
      Joint Venture Interests.  See §5.2.
    

    
      KeyBank.  As defined in the preamble hereto.
    

    
      Land.  Real property, together with all of the tenements,
      hereditaments, easements, rights-of-way, rights, privileges and
      appurtenances thereunto belonging or in any way pertaining thereto, all
      reversions, remainders, and all of the estate, right, title, interest,
      claim and demand whatsoever of any Person therein and in the streets,
      alleys, vaults and ways adjacent thereto, all rights to the use of
      common drive entries, all rights pursuant to any reciprocal easement
      agreement or trackage agreement, all strips and gores within or
      adjoining such property, the air space and right to use the air space
      above such property, all transferable development rights arising
      therefrom or transferred thereto, and the drainage, mineral, water, oil
      and gas rights with respect to such property, either at law or in
      equity, if any, in possession or expectancy, now or hereafter acquired.
    

    
      
        

        

      

      
        
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      Laws.  Collectively, all federal, state and local laws, statutes,
      codes, ordinances, orders, rules and regulations, including judicial
      opinions or precedential authority in the applicable jurisdiction.
    

    
      Leases.  Leases, licenses and agreements, whether written or
      oral, relating to the use or occupation of space in or on the Building
      or on the Collateral Property.
    

    
      LIBOR Business Day.  Any day on which commercial banks are open
      for international business (including dealings in Dollar deposits) in
      London.
    

    
      LIBOR Lending Office.  Initially, the office of each Bank
      designated as such in Schedule 1 hereto; thereafter, such
      other office of such Bank, if any, that shall be making or maintaining
      LIBOR Rate Loans.
    

    
      LIBOR Rate.  For any LIBOR Rate Loan for any Interest Period, the
      average rate (rounded to the nearest 1/100th) as shown in Reuters Screen
      LIBOR 01 Page at which deposits in U.S. dollars are offered by first
      class banks in the London Interbank Market at approximately 11:00 a.m.
      (London time) on the day that is two (2) LIBOR Business Days prior to
      the first day of such Interest Period with a maturity approximately
      equal to such Interest Period and in an amount approximately equal to
      the amount to which such Interest Period relates, adjusted for reserves
      and taxes if required by future regulations.  If such service no longer
      reports such rate or Agent determines in good faith that the rate so
      reported no longer accurately reflects the rate available to Agent in
      the London Interbank Market, Agent may select a replacement index.  For
      any period during which a Reserve Percentage shall apply, the LIBOR Rate
      with respect to LIBOR Rate Loans shall be equal to the amount determined
      above divided by an amount equal to 1 minus the Reserve
      Percentage.  Notwithstanding the foregoing, the LIBOR Rate shall not be
      less than two percent (2%) for any Loans (including for the purpose of
      calculating the Base Rate for any Loans bearing interest by reference
      thereto).
    

    
      LIBOR Rate Loans.  Loans bearing interest calculated by reference
      to a LIBOR Rate.
    

    
      Lien.  See §8.2.
    

    
      Liquidity.  As of any date of determination, the sum of (x)
      Unrestricted Cash and Cash Equivalents of the Borrower, plus (y)
      Revolving Credit Availability, plus (z) any amounts that can be
      drawn under the Secured Credit Agreement.
    

    
      Loan Documents.  This Agreement, the Notes, the Security
      Documents, the Contribution Agreement, the Guaranty and all other
      documents, instruments or agreements now or  hereafter executed or
      delivered by or on behalf of the Borrower or the Guarantors in
      connection with the Loans.
    

    
      Loan Request.  See §2.7.
    

    
      Loans.  See §2.2.
    

    
      Majority Banks.  As of any date, any Bank or collection of Banks
      whose aggregate Commitment Percentage is more than fifty percent (50%);
      provided, that, in determining said percentage at any given time, all
      then existing Defaulting Banks will be disregarded and excluded and the
      Commitment Percentages of the Banks shall be redetermined for voting
      purposes only, to exclude the Commitment Percentages of such Defaulting
      Banks.
    

    
      
        

        

      

      
        
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      Management Agreement.  An agreement, whether written or oral,
      providing for the management of the Collateral Property.
    

    
      Maturity Date.  December 31, 2010, as such date may be extended
      as provided in §4.15, or such earlier date on which the Loans shall
      become due and payable pursuant to the terms hereof.
    

    
      Moody’s.  Moody’s Investor Service, Inc.
    

    
      Multiemployer Plan.  Any multiemployer plan within the meaning of
      §3(37) of ERISA maintained or contributed to by Borrower, any Guarantor
      or any ERISA Affiliate.
    

    
      Net Income (or Deficit).  With respect to any Person (or any
      asset of any Person) for any fiscal period, the net income (or deficit)
      of such Person (or attributable to such asset), after deduction of all
      expenses, taxes and other proper charges, determined in accordance with
      GAAP.
    

    
      Net Offering Proceeds.  The gross cash proceeds received by the
      Borrower or any Guarantor as a result of a Debt Offering or an Equity
      Offering less the customary and reasonable costs, fees, expenses,
      underwriting commissions and discounts incurred by the Borrower or such
      Guarantor in connection therewith.
    

    
      New Development Activity.  Either of the following commencing
      after the date of this Agreement:  (i) any new vertical construction of
      a shopping center, office complex or other development type, or (ii) the
      commencement of a new phase of vertical construction on any Real Estate
      (addition of a building for a tenant within an existing phase of a
      development or renovation of an existing center shall not be considered
      a new phase).
    

    
      New Redevelopment Activity.  Any of the following commencing
      after the date of this Agreement:  (i) the substantial renovation of
      improvements to Real Estate which materially changes the character or
      size thereof, (ii) the addition of buildings, structures, improvements,
      amenities or other related facilities to existing Real Estate which is
      already used principally for shopping centers, office complexes or other
      development types operated by the Borrower and its Subsidiaries, and the
      costs of which will not be recoverable under reimbursement provisions
      (other than through rent or a gross up of rent), (iii) the demolition of
      existing structures or improvements to Real Estate, or (iv) the
      construction of any structures or improvements to Real Estate performed
      by an existing or potential tenant, and the Borrower (or any Subsidiary
      or Affiliate thereof), the Trust or its respective Subsidiary, as
      applicable, is obligated to reimburse such tenant for the cost of such
      construction upon completion of such construction by such tenant.  The
      term New Redevelopment Activity shall not include any maintenance,
      repairs and replacement to any Real Estate, or improvements thereon,
      completed in the ordinary course of business or any tenant work that is
      paid for by a tenant (other than through rent or a gross up of rent),
      even if performed by the Borrower, the Trust or a Subsidiary as landlord.
    

    
      Non-Consenting Bank.  See §18.9.
    

    
      
        

        

      

      
        
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      Non-recourse Indebtedness.  Indebtedness of a Person which is
      secured solely by one or more parcels of Real Estate (other than Aquia
      Towne Center or a Mortgaged Property under the Secured Credit Agreement)
      and related personal property and is not a general obligation of such
      Person, the holder of such Indebtedness having recourse solely to the
      parcels of Real Estate securing such Indebtedness, the Building and any
      leases thereon and the rents and profits thereof.
    

    
      Notes.  See §2.3.
    

    
      Notice.  See §19.
    

    
      Obligations.  All indebtedness, obligations and liabilities of
      the Borrower and the Guarantors to any of the Banks and the Agent,
      individually or collectively, under this Agreement or any of the other
      Loan Documents or in respect of any of the Loans, or the Notes, or other
      instruments at any time evidencing any of the foregoing, whether
      existing on the date of this Agreement or arising or incurred hereafter,
      direct or indirect, joint or several, absolute or contingent, matured or
      unmatured, liquidated or unliquidated, secured or unsecured, arising by
      contract, operation of law or otherwise.
    

    
      OFAC.  Office of Foreign Asset Control of the Department of the
      Treasury of the United States of America.
    

    
      Office Property.  See §5.2.
    

    
      Omnibus Amendment.  The Omnibus Amendment of Loan Documents dated
      of even date herewith by and among Borrower, Trust, Aquia and Agent.
    

    
      Operating Cash Flow.  With respect to any Person (or any asset of
      any Person) for any period, for the four (4) most recently completed
      consecutive fiscal quarters of such Person an amount equal to the sum of
      (a) the Net Income of such Person (or attributable to such asset) for
      such period (excluding from Net Income any base rents from tenants
      leasing 5,000 square feet or more (1) that are subject to any bankruptcy
      proceeding and that have not affirmed or assumed their respective lease
      or other occupancy agreement or (2) as to which a payment default has
      occurred under the applicable Lease for sixty (60) days or more beyond
      any applicable grace and cure period) plus (b) depreciation and
      amortization, interest expense, and any extraordinary or nonrecurring
      losses deducted in calculating such Net Income, minus (c) any
      extraordinary or nonrecurring gains included in calculating such Net
      Income, minus (d) the Capital Expenditure Reserve Amount, minus
      (e) to the extent not already deducted in calculating Net Income, a
      management fee of 3% of minimum rents attributable to any Real Estate of
      such Person, all as determined in accordance with GAAP, minus
      (f) any lease termination payments not received in the ordinary course
      of business.  Payments from Borrower or its Affiliates under leases
      shall be excluded from Operating Cash Flow.
    

    
      Organizational Agreements.  Those certain organizational
      agreements of the Subsidiary Property Owners described on Schedule
      6.32 attached hereto, or, subject to the approval of Agent in its
      reasonable discretion, as such schedule may be updated by Borrower from
      time to time in connection with including additional collateral as
      security for the Obligations as permitted pursuant to §5.5.
    

    
      Original Credit Agreement.  As defined in the recitals hereto.
    

    
      
        

        

      

      
        
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      Out of Balance Event.  If, at any time, the Outstanding Loans
      exceed fifty-five percent (55%) of the Total Development Costs.  
    

    
      Outstanding.  With respect to the Loans, the aggregate unpaid
      principal thereof as of any date of determination.
    

    
      Patriot Act.  The Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
      2001, as the same may be amended from time to time, and corresponding
      provisions of future laws.
    

    
      PBGC.  The Pension Benefit Guaranty Corporation created by §4002
      of ERISA and any successor entity or entities having similar
      responsibilities.
    

    
      Permitted Liens.  Liens, security interests and other
      encumbrances permitted by §8.2.
    

    
      Person.  Any individual, corporation, partnership, limited
      liability company, trust, unincorporated association, business, or other
      legal entity, and any government or any governmental agency or political
      subdivision thereof.
    

    
      Preferred Distributions.  For any period, the amount of any and
      all Distributions (but excluding any repurchase of Preferred Equity)
      paid, declared but not yet paid or otherwise due and payable to the
      holders of Preferred Equity.
    

    
      Preferred Equity.  Any form of preferred stock or partnership
      interest (whether perpetual, convertible or otherwise) or other
      ownership or beneficial interest in the Trust or any Subsidiary of the
      Trust (including any Trust Preferred Equity) that entitles the holders
      thereof to preferential payment or distribution priority with respect to
      dividends, distributions, assets or other payments over the holders of
      any other stock, partnership interest or other ownership or beneficial
      interest in such Person.
    

    
      Quarterly Reduction Date.  See §3.2(d).
    

    
      Real Estate.  All real property at any time owned or leased (as
      lessee or sublessee) by the Borrower, Guarantors or any of their
      respective Subsidiaries.
    

    
      Record.  The grid attached to any Note, or the continuation of
      such grid, or any other similar record, including computer records,
      maintained by Agent with respect to any Loan referred to in such Note.
    

    
      Recourse Indebtedness.  Any Indebtedness (whether secured or
      unsecured) that is recourse to the Borrower or the Trust.  Guaranties
      with respect to customary exceptions to Non-recourse Indebtedness of
      Borrower’s Subsidiaries or Unconsolidated Affiliates shall not be deemed
      to be Recourse Indebtedness; provided that if a claim is made against
      Borrower or the Trust with respect thereto, the amount so claimed shall
      be considered Recourse Indebtedness.
    

    
      Redevelopment Property.  Any Real Estate which is not Under
      Development and (1) is undergoing a significant Capital Improvement
      Project and (2) is designated as a Redevelopment Property by Borrower
      and approved by Agent, such approval not to be unreasonably withheld.
    

    
      Register.  See §18.2.
    

    
      
        

        

      

      
        
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      REIT Status.  With respect to the Trust, its status as a real
      estate investment trust as defined in §856(a) of the Code.
    

    
      Related Fund.  With respect to any Bank which is a fund that
      invests in loans, any Affiliate of such Bank or any other fund that
      invests in loans that is managed by the same investment advisor as such
      Bank or by an Affiliate of such Bank or such investment advisor.
    

    
      Release.  See §6.18(c)(iii).
    

    
      Rent Roll.  A rent roll prepared by Borrower in form and
      substance reasonably satisfactory to Agent.
    

    
      Required Banks.  As of any date, any Bank or collection of Banks
      whose aggregate Commitment Percentage is equal to or greater than
      sixty-six and two-thirds percent (66.66%); provided that in determining
      said percentage at any given time, all then existing Defaulting Banks
      will be disregarded and excluded and the Commitment Percentages of the
      Banks shall be redetermined for voting purposes only to exclude the
      Commitment Percentages of such Defaulting Banks.
    

    
      Reserve Percentage.  For any day with respect to a LIBOR Rate
      Loan, the maximum rate (expressed as a decimal) at which any lender
      subject thereto would be required to maintain reserves (including,
      without limitation, all base, supplemental, marginal and other reserves)
      under Regulation D of the Board of Governors of the Federal Reserve
      System (or any successor or similar regulations relating to such reserve
      requirements) against “Eurocurrency Liabilities” (as that term is used
      in Regulation D or any successor or similar regulation), if such
      liabilities were outstanding.  The Reserve Percentage shall be adjusted
      automatically on and as of the effective date of any change in the
      Reserve Percentage.
    

    
      Residential Property.  See §5.2.
    

    
      Revolving Credit Availability.  The maximum amount of Loans that
      Borrower may borrow from Banks pursuant to §2.2 of this Agreement, less
      the sum of the amount of all outstanding Loans.
    

    
      S&P.  Standard & Poor’s Ratings Group.
    

    
      SEC.  The federal Securities and Exchange Commission.
    

    
      Secured Credit Agreement.  The Amended and Restated Secured
      Master Loan Agreement dated as of even date herewith, among Borrower,
      Trust, KeyBank National Association, individually and as agent, and the
      other banks that from time to time are parties thereto, and the other
      parties thereto, as such agreement exists as of the date hereof.  In the
      event that the Secured Credit Agreement shall be modified or any of the
      provisions thereof shall be waived, and KeyBank shall have approved the
      amendment or waiver thereunder in writing, then such amendment or waiver
      shall be deemed to be a part of the definition of Secured Credit
      Agreement.
    

    
      Security Documents.  The Assignment of Interests, the Indemnity
      Agreement, the Guaranty, and any further collateral assignments to the
      Agent for the benefit of the Banks, including, without limitation, UCC-1
      financing statements executed and delivered in connection therewith.
    

    
      
        

        

      

      
        
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      Short-term Investments.  Investments described in subsections (a)
      through (g), inclusive, of §8.3.
    

    
      State.  A state of the United States of America.
    

    
      Subordinated Debt.  Any subordinated debt which is not Trust
      Preferred Equity issued by the Trust or the Borrower (or a subsidiary
      trust created to issue such subordinated debt) (a) which has a minimum
      remaining term of not less than five (5) years, (b) which is unsecured
      and which is not guaranteed by any other Person, (c) which imposes no
      financial tests or covenants or negative covenants of the type set forth
      in §8 or §9 of this Agreement or the Guaranty or §12.1(p) or (q) of this
      Agreement (or other covenants, representations or defaults which have
      the same practical effect thereof) on the Trust, the Borrower or their
      respective Subsidiaries other than those approved by Agent, (d) pursuant
      to which all claims and liabilities of the Trust, Borrower and their
      respective Subsidiaries with respect to the principal and any premium
      and interest thereon are subordinate to the payment of the principal,
      letter of credit reimbursement obligations and any premium and interest
      thereon of the Borrower, the Trust and their respective Subsidiaries
      under this Agreement and other Indebtedness which by its terms is not
      subordinate to or pari passu with such Subordinated Debt on terms
      acceptable to the Agent, and as to which subordination provisions the
      Agent and the Banks shall be third party beneficiaries, and (e) which
      does not violate the terms of §8.14.
    

    
      Subsidiary.  Any corporation, association, partnership, trust, or
      other business entity of which the designated parent shall at any time
      own directly or indirectly through a Subsidiary or Subsidiaries at least
      a majority (by number of votes or controlling interests) of the
      outstanding Voting Interests.
    

    
      Subsidiary Guarantors.  Collectively, Aquia and each other
      Subsidiary of the Borrower that becomes a Guarantor pursuant to §5.6.
    

    
      Subsidiary Property Owners.  Collectively, Aquia and any
      Subsidiary Guarantor that owns Collateral that has been conveyed to
      Agent as security for the Obligations.
    

    
      Subsidiary Subordinate Debt.  All amounts loaned to Aquia, or any
      Subsidiary Property Owner which Agent approves in writing to incur
      Subsidiary Subordinate Debt, by Borrower, which amounts are subject to a
      Subsidiary Subordination and Standstill Agreement, and which shall under
      no circumstances exceed the principal face amount of the Subsidiary
      Subordinate Notes.
    

    
      Subsidiary Subordinate Note(s).  The promissory notes evidencing
      the Subsidiary Subordinate Debt.
    

    
      Subsidiary Subordination and Standstill Agreement.  Each
      Subsidiary Subordination and Standstill Agreement, by and among Agent,
      Aquia, or another Subsidiary Property Owner which Agent approves in
      writing to incur Subsidiary Subordinate Debt, and Borrower relating to
      the Subsidiary Subordinate Debt, as the same may be modified or amended.
    

    
      
        

        

      

      
        
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      Survey.  An instrument survey or a recorded plat of a Collateral
      Property and other real estate prepared by a registered land surveyor
      duly licensed in the State in which such Collateral Property is located
      which shall be in form and substance reasonably satisfactory to the
      Agent.
    

    
      Target Leverage Condition.  A Target Leverage Condition shall
      exist in the event that and for so long as (a) the Total Leverage Ratio
      at any time has been equal to or less than 0.55 to 1 for each of the two
      (2) most recently completed consecutive fiscal quarters of Borrower (or
      with respect to the fiscal quarter in which the Closing Date occurs, the
      Total Leverage Ratio was equal to or less than 0.55 to 1 as of the
      Closing Date) and (b) Agent has received a Compliance Certificate
      certifying thereto together with the supporting information required by
      §7.4(e).
    

    
      Tax Indemnity Agreement.  That certain Tax Agreement dated as of
      May 10, 1996 between Atlantic Realty Trust and RPS Realty Trust (now
      known as the Trust).
    

    
      TIF Guaranty.  That certain Guaranty dated as of March 11, 2005
      made by Borrower and the Trust in favor of the City of Jacksonville
      relating to the development by Ramco Jacksonville LLC.
    

    
      Title Insurance Company.  Lawyers Title Insurance Corporation,
      Commonwealth Land Title Insurance Company, Chicago Title Insurance
      Company, First American Title Insurance Corporation, or another title
      insurance company or companies approved by the Agent.
    

    
      Title Policy.  With respect to each Collateral Property, an ALTA
      standard form owner’s title insurance policy or “marked” title
      commitment issued by a Title Insurance Company (with such reinsurance or
      coinsurance as the Agent may require, any such reinsurance to be with
      direct access endorsements to the extent available under applicable law)
      in such amount as the Agent may require insuring that the applicable
      Subsidiary Property Owner holds marketable fee simple title to such
      parcel, subject only to the Permitted Liens and other matters acceptable
      to Agent and which shall not contain standard exceptions for mechanics
      liens, persons in occupancy (other than tenants as tenants only under
      Leases) or matters which would be shown by a survey, shall not insure
      over any matter except to the extent that any such affirmative insurance
      is acceptable to the Agent in its sole discretion and shall contain such
      other endorsements and affirmative insurance as the Agent reasonably may
      require and is available in the State in which the Collateral Property
      is located, including but not limited to a comprehensive endorsement.
    

    
      Titled Agents.  The Arranger.
    

    
      Total Commitment.  Subject to the reductions contemplated in this
      Agreement, the sum of the Commitments of the Banks, as in effect from
      time to time.  As of the date of this Agreement, the Total Commitment is
      Twenty Million and No/100 Dollars ($20,000,000.00).
    

    
      Total Construction Costs.  The total amount of hard costs and
      expenditures incurred with respect to site development work or the
      vertical construction of improvements on Real Estate prepared in
      accordance with GAAP.  Total Construction Costs shall not include
      amounts specifically reimbursable by tenants or other third parties
      (excluding lenders, joint venture partners, equity investors or similar
      Persons).
    

    
      Total Development Costs.  The total amount of costs and
      expenditures incurred by Aquia with respect to the development of Aquia
      Towne Center, including basis costs associated with the Real Estate that
      constitutes a portion of Aquia Towne Center, and approved by Agent in
      its reasonable discretion.
    

    
      
        

        

      

      
        
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      Total Leverage Ratio.  The ratio as of any determination date of
      Consolidated Total Liabilities to Consolidated Total Adjusted Asset
      Value.
    

    
      Trust.  Ramco-Gershenson Properties Trust, a Maryland real estate
      investment trust.
    

    
      Trust Preferred Equity.  Any preferred equity interest (and
      related note) issued by the Trust (or a subsidiary trust created to
      issue such securities) (a) which has a minimum remaining term of not
      less than five (5) years (b) which is unsecured and which is not
      guaranteed by any other Person, (c) which imposes no financial or
      negative covenants (or other covenants, representations or defaults
      which have the same practical effect thereof) on the Trust, the Borrower
      or their respective Subsidiaries, (d) pursuant to which all claims and
      liabilities of the Trust, the Borrower and their respective Subsidiaries
      with respect thereto are subordinate to the payment of the Obligations
      of the Borrower, the Trust and their respective Subsidiaries on terms
      acceptable to the Agent, and as to which subordination provisions the
      Agent and the Banks shall be third party beneficiaries, (e) which
      provides that, upon the non-payment of the note and any dividends or
      other distributions that are required to be paid or made with respect
      thereto, the only available remedies to the holders thereof or any
      trustee or agent acting on their behalf are (x) the assumption of one or
      more seats on the Board of the Trust and/or (y) the blockage of
      (A) payments of any dividends or other distributions to the holders of
      the common shares of the Trust or other securities ranking on a parity
      with or subordinate to such Trust Preferred Equity, or (B) payments of
      amounts in redemption of or to repurchase common shares of the Trust or
      other securities ranking on a parity with or subordinate to such Trust
      Preferred Equity, and (f) which does not violate the terms of §8.14.
    

    
      Type.  As to any Loan, its nature as a Base Rate Loan or a LIBOR
      Rate Loan.
    

    
      Unconsolidated Affiliate.  As to any Person, any other Person in
      which it owns an interest which is not a Subsidiary.
    

    
      Under Development.  Any Real Estate or phase of a development
      shall be considered under development until such time as (i)
      certificates of occupancy permitting occupancy have been obtained for
      all tenants open for business and in any event for not less than fifty
      percent (50%) of the gross leasable area of such development or phase
      (excluding outlots) (it being agreed that Borrower shall receive a
      credit against such occupancy requirement for any space to be occupied
      by an anchor that has been conveyed to such anchor) or the Borrower has
      delivered to the Agent other evidence satisfactory to the Agent
      indicating that such occupancy of such development is lawful, and (ii)
      the gross income from the operation of such Real Estate on an accrual
      basis shall have equaled or exceeded operating costs on an accrual basis
      for three (3) months.
    

    
      Unrestricted Cash and Cash Equivalents.  As of any date of
      determination, the sum of (a) the aggregate amount of Unrestricted cash
      and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at
      fair market value).  As used in this definition, “Unrestricted” means
      the specified asset is not subject to any escrow, reserves, cash trap or
      Liens or claims of any kind in favor of any Person; provided that
      reserves or escrows specifically available for the payment of Total
      Construction Costs in connection with a New Redevelopment Activity shall
      be considered “Unrestricted” to the extent Borrower is able to satisfy
      the conditions for disbursement or release thereof.
    

    
      
        

        

      

      
        
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      Variable Rate Debt.  Indebtedness that is payable by reference to
      a rate of interest that may vary, float or change during the term of
      such Indebtedness (that is, a rate of interest that is not fixed for the
      entire term of such Indebtedness).
    

    
      Voting Interests.  Stock or similar ownership interests, of any
      class or classes (however designated), the holders of which are at the
      time entitled, as such holders, (a) to vote for the election of a
      majority of the directors (or persons performing similar functions) of
      the corporation, association, partnership, trust or other business
      entity involved, or (b) to control, manage, or conduct the business of
      the corporation, partnership, association, trust or other business
      entity involved.
    

    
      §1.2               Rules
      of Interpretation.
    

    
      (a)                          A reference to any document or agreement
      shall include such document or agreement as amended, modified or
      supplemented from time to time in accordance with its terms and the
      terms of this Agreement.
    

    
      (b)                          The singular includes the plural and the
      plural includes the singular.
    

    
      (c)                          A reference to any law includes any
      amendment or modification to such law.
    

    
      (d)                          A reference to any Person includes its
      permitted successors and permitted assigns.
    

    
      (e)                          Accounting terms not otherwise defined
      herein have the meanings assigned to them by GAAP applied on a
      consistent basis by the accounting entity to which they refer.
    

    
      (f)                          The words “include”, “includes” and
      “including” are not limiting.
    

    
      (g)                          The words “approval” and “approved”, as the
      context so determines, means an approval in writing given to the party
      seeking approval after full and fair disclosure to the party giving
      approval of all material facts necessary in order to determine whether
      approval should be granted.
    

    
      (h)                          All terms not specifically defined herein
      or by GAAP, which terms are defined in the Uniform Commercial Code as in
      effect in the State of  Michigan, have the meanings assigned to them
      therein.
    

    
      (i)                          Reference to a particular “§”, refers to
      that section of this Agreement unless otherwise indicated.
    

    
      (j)                          The words “herein”, “hereof”, “hereunder”
      and words of like import shall refer to this Agreement as a whole and
      not to any particular section or subdivision of this Agreement.
    

    
      
        

        

      

      
        
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      (k)                          In the event of any change in GAAP after
      the date hereof or any other change in accounting procedures pursuant to
      §7.3 which would affect the computation of any financial covenant, ratio
      or other requirement set forth in any Loan Document, then upon the
      request of the Borrower or Agent, the Borrower, the Guarantors, the
      Agent and the Banks shall negotiate promptly, diligently and in good
      faith in order to amend the provisions of the Loan Documents such that
      such financial covenant, ratio or other requirement shall continue to
      provide substantially the same financial tests or restrictions of the
      Borrower and the Guarantors as in effect prior to such accounting
      change, as determined by the Required Banks in their good faith
      judgment.  Until such time as such amendment shall have been executed
      and delivered by the Borrower, the Guarantors, the Agent and the
      Required Banks, such financial covenants, ratio and other requirements,
      and all financial statements and other documents required to be
      delivered under the Loan Documents, shall be calculated and reported as
      if such change had not occurred.
    

    
      §2.      THE CREDIT FACILITY.
    

    
      §2.1               [Intentionally
      Omitted.]
    

    
      §2.2               Commitment
      to Lend Loans.  Subject to the terms and conditions set forth in
      this Agreement, each of the Banks severally agrees to lend to the
      Borrower (the “Loans”), and the Borrower may borrow (and repay and
      reborrow) from time to time between the Closing Date and the Maturity
      Date upon notice by the Borrower to the Agent given in accordance with
      §2.7, such sums as are requested by the Borrower for the purposes set
      forth in §7.11 up to a maximum aggregate principal amount Outstanding
      not to exceed the lesser of (i) such Bank’s Commitment, and (ii) such
      Bank’s Commitment Percentage of the sum of (a) Total Development Costs
      plus (b) forty-five (45%) the Joint Venture Value, or as otherwise
      agreed to in writing by Agent and Borrower pursuant to §5.5 in the event
      that the Joint Venture Interests are pledged to Agent as contemplated in
      §5.2(c)(i), provided, that, in all events no Default or
      Event of Default shall have occurred and be continuing.  The Loans shall
      be made pro rata in accordance with each Bank’s Commitment
      Percentage.  Each request for a Loan hereunder shall constitute a
      representation and warranty by the Borrower that all of the conditions
      set forth in §10 and §11, in the case of the initial Loan, and §11, in
      the case of all other Loans, have been satisfied on the date of such
      request.
    

    
      §2.3               Notes.  The
      Loans shall be evidenced by separate promissory notes of the Borrower in
      substantially the form of Exhibit A hereto (collectively, the
      “Notes”), dated of even date as this Agreement and completed with
      appropriate insertions.  One Note shall be payable to the order of each
      Bank in the principal amount equal to such Bank’s Commitment or, if
      less, the outstanding amount of all Loans made by such Bank, plus
      interest accrued thereon as set forth below.  The Borrower irrevocably
      authorizes Agent to make or cause to be made, at or about the time of
      the Drawdown Date of any Loan or at the time of receipt of any payment
      of principal thereof, an appropriate notation on Agent’s Record
      reflecting the making of such Loan or (as the case may be) the receipt
      of such payment.  The outstanding amount of the Loans set forth on
      Agent’s Record shall be prima facie evidence of the principal amount
      thereof owing and unpaid to each Bank, but the failure to record, or any
      error in so recording, any such amount on Agent’s Record shall not limit
      or otherwise affect the obligations of the Borrower hereunder or under
      any Note to make payments of principal of or interest on any Note when
      due.  By delivery of the Notes, there shall not be deemed to have
      occurred, and there has not otherwise occurred, any payment,
      satisfaction or novation of the indebtedness evidenced by the “Notes” as
      defined in the Original Credit Agreement, which indebtedness is instead
      allocated among the Banks as of the date hereof and evidenced by the
      Notes in accordance with their respective Commitment Percentages.
    

    
      
        

        

      

      
        
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      §2.4               Interest
      on Loans.  
    

    
      (a)                          Each Base Rate Loan shall bear interest for
      the period commencing with the Drawdown Date thereof and ending on the
      date on which such Base Rate Loan is repaid or is converted to a LIBOR
      Rate Loan at a rate per annum equal to the sum of two and one-half
      percent (2.50%) plus the Base Rate; provided, however, during an Out of
      Balance Event existing up to and including June 30, 2010 each Base Rate
      Loan shall bear interest at a rate per annum equal to the sum of four
      percent (4%) plus the Base Rate; provided, further, however during an
      Out of Balance Event existing after June 30, 2010, then  such Base Rate
      Loan shall bear interest at a rate per annum equal to the sum of five
      and one-half percent (5.50%) plus the Base Rate.
    

    
      (b)                          Each LIBOR Rate Loan shall bear interest
      for the period commencing with the Drawdown Date thereof and ending on
      the date on which such LIBOR Rate Loan is repaid or is converted to a
      Base Rate Loan at the rate per annum equal to the sum of three and
      one-half percent (3.50%) plus the LIBOR Rate determined for such
      Interest Period; provided, however, during an Out of Balance Event
      existing up to and including June 30, 2010 each LIBOR Rate Loan shall
      bear interest at the rate equal to the sum of five percent (5.0%) plus
      the LIBOR Rate determined for such Interest Period; provided, further,
      during an Out of Balance Event existing after June 30, 2010, then  such
      LIBOR Rate Loan shall bear interest at the rate equal to the sum of six
      and one-half percent (6.5%) plus the LIBOR Rate determined for such
      Interest Period.
    

    
      (c)                          The Borrower promises to pay interest on
      each Loan to it in arrears on each Interest Payment Date with respect
      thereto.
    

    
      (d)                          Base Rate Loans and LIBOR Rate Loans may be
      converted to Loans of the other Type as provided in §4.1.
    

    
      §2.5               Funds
      for Loans.
    

    
      (a)                          Not later than 11:00 a.m. (Cleveland time)
      on the proposed Drawdown Date of any Loan, each of the Banks will make
      available to the Agent, at the Agent’s Head Office, in immediately
      available funds, the amount of such Bank’s Commitment Percentage of the
      amount of the requested Loans which may be disbursed pursuant to
      §2.2.  Upon receipt from each such Bank of such amount, and upon receipt
      of the documents required by §10 and §11 and the satisfaction of the
      other conditions set forth therein, to the extent applicable, the Agent
      will make available to the Borrower the aggregate amount of Loans, made
      available to the Agent by the Banks, by crediting such amount to the
      account of the Borrower maintained at the Agent’s Head Office or by
      transferring such amount to an account designated by Borrower.  The
      failure or refusal of any Bank to make available to the Agent at the
      aforesaid time and place on any Drawdown Date the amount of its
      Commitment Percentage of the requested Loans shall not relieve any other
      Bank from its several obligation hereunder to make available to the
      Agent the amount of such other Bank’s Commitment Percentage of any
      requested Loans, including any additional Loans that may be requested
      subject to the terms and conditions hereof to provide funds to replace
      those not advanced by the Bank so failing or refusing.  The Borrower may
      by notice received by the Agent no later than the Drawdown Date refuse
      to accept any Loan which is not fully funded in accordance with the
      Borrower’s Loan Request subject to the terms of §2.7.  In the event of
      any such failure or refusal, the Banks not so failing or refusing shall
      be entitled to a priority position as against the Bank or Banks so
      failing or refusing for such Loans as provided in §12.5.
    

    
      
        

        

      

      
        
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      (b)                          Unless the Agent shall have been notified
      by any Bank prior to the applicable Drawdown Date that such Bank will
      not make available to the Agent such Bank’s pro rata
      share of a proposed Loan, the Agent may in its discretion assume that
      such Bank has made such share of the proposed Loan available to Agent in
      accordance with the provisions of this Agreement and the Agent may, if
      it chooses, in reliance upon such assumption make such Loan available to
      Borrower, and such Bank shall be liable to the Agent for the amount of
      such advance.  If such Bank does not pay such corresponding amount upon
      the Agent’s demand therefor, the Agent will promptly notify the
      Borrower, and the Borrower shall promptly pay such corresponding amount
      to the Agent.  The Agent shall also be entitled to recover from the Bank
      or the Borrower, as the case may be, interest on such corresponding
      amount in respect of each day from the date such corresponding amount
      was made available by the Agent to the Borrower to the date such
      corresponding amount is recovered by the Agent at a per annum rate equal
      to (i) from the Borrower at the applicable rate for such Loan or (ii)
      from a Bank at the Federal Funds Effective Rate.
    

    
      §2.6               Unused
      Facility Fee.  The Borrower agrees to pay to the Agent for the
      account of the Banks in accordance with their respective Commitment
      Percentages a facility unused fee calculated at the rate per annum as
      set forth below on the daily amount by which the Total Commitment
      exceeds the Outstanding Loans during each day of a calendar quarter or
      portion thereof commencing on the date hereof and ending on the Maturity
      Date.  The facility unused fee shall be calculated for each day based on
      the ratio (expressed as a percentage) of (a) the daily amount of the
      Outstanding Loans during each day of such quarter to (b) the Total
      Commitment, and if such ratio is less than or equal to fifty percent
      (50%), the facility unused fee shall be payable at the rate of 0.45% (or
      45 basis points), and if such ratio is greater than fifty percent (50%),
      the facility unused fee shall be payable at the rate of 0.35% (or 35
      basis points) (the fee payable being the sum of such calculations for
      each day during the applicable period).  The facility fee shall be
      payable quarterly in arrears on the fifth day of each calendar quarter
      for the immediately preceding calendar quarter or portion thereof, with
      a final payment on the Maturity Date.
    

    
      §2.7               Requests
      for Loans.  The Borrower (i) shall notify the Agent of a
      potential request for a Loan as soon as possible prior to the Borrower’s
      proposed Drawdown Date, and (ii) shall give to the Agent written notice
      in the form of Exhibit D hereto (or telephonic notice confirmed
      in writing in the form of Exhibit D hereto) of each Loan
      requested hereunder (a “Loan Request”) no later than 11:00 a.m.
      (Cleveland time) three (3) Business Days prior to the proposed Drawdown
      Date if such Loan is to be a LIBOR Rate Loan or no later than 2:00 p.m.
      (Cleveland time) one (1) Business Day prior to the proposed Drawdown
      Date if such Loan is to be a Base Rate Loan.  Each such notice shall
      specify with respect to the requested Loan the proposed principal
      amount, Drawdown Date, Interest Period (if applicable) and Type.  Each
      such notice shall also contain (i) a statement as to the purpose for
      which such advance shall be or has been used (which purpose shall be in
      accordance with the terms of §7.11), and (ii) a certification by the
      chief executive officer, chief financial or chief accounting officer of
      the general partner of the Borrower and the chief executive officer,
      chief financial or chief accounting officer of the Trust that the
      Borrower and Guarantors are and will be in compliance with all covenants
      under the Loan Documents after giving effect to the making of such
      Loan.  Promptly upon receipt of any such notice, the Agent shall notify
      each of the Banks thereof.  Except as provided in this §2.7, each such
      Loan Request shall be irrevocable and binding on the Borrower and shall
      obligate the Borrower to accept the Loan requested from the Banks on the
      proposed Drawdown Date, provided that, in addition to the Borrower’s
      other remedies against any Bank which fails to advance its proportionate
      share of a requested Loan, such Loan Request may be revoked by the
      Borrower by notice received by the Agent no later than the Drawdown Date
      if any Bank fails to advance its proportionate share of the requested
      Loan in accordance with the terms of this Agreement, provided further,
      that the Borrower shall be liable in accordance with the terms of this
      Agreement to any Bank which is prepared to advance its proportionate
      share of the requested Loan for any costs, expenses or damages actually
      incurred by such Bank as a result of the Borrower’s election to revoke
      such Loan Request.  Nothing herein shall prevent the Borrower from
      seeking recourse against any Bank that fails to advance its
      proportionate share of a requested Loan as required by this
      Agreement.  The Borrower may without cost or penalty revoke a Loan
      Request by delivering notice thereof to each of the Banks no later than
      three (3) Business Days prior to the Drawdown Date.  Each Loan Request
      shall be (a) for a Base Rate Loan in the minimum aggregate amount of
      $500,000 or an integral multiple of $100,000 in excess thereof, or (b)
      for a LIBOR Rate Loan in a minimum aggregate amount of $500,000.00 or an
      integral multiple of $100,000 in excess thereof; provided, however, that
      there shall be no more than five (5) LIBOR Rate Loans outstanding at any
      one time.
    

    
      
        

        

      

      
        
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      §3.      REPAYMENT OF THE LOANS.
    

    
      §3.1               Stated
      Maturity.  The Borrower promises to pay on the Maturity Date and
      there shall become absolutely due and payable on the Maturity Date all
      of the Loans Outstanding on such date, together with any and all accrued
      and unpaid interest thereon.
    

    
      §3.2               Mandatory
      Prepayments.
    

    
      (a)                          If at any time there shall occur, whether
      voluntarily, involuntarily or by operation of law, a sale, transfer,
      assignment, conveyance, option or other disposition of, or any mortgage,
      hypothecation, encumbrance, financing or refinancing of (i) any of the
      Collateral Property, (ii) any of the Collateral or (iii) any direct or
      indirect interest of Borrower in a Subsidiary Property Owner (each of
      (i), (ii) and (iii) being a “Transfer”), except for leasing activities
      permitted under §8.11 and Permitted Liens, as expressly set forth in
      §5.2, or approved by Agent in writing, all of the Obligations
      outstanding on such date, together with any and all accrued but unpaid
      interest thereon and prepayment fees shall become absolutely due and
      payable.  Each Subsidiary Property Owner acknowledges and agrees that
      all payments (less any customary expenses payable to any Person that is
      unrelated to the Borrower, Guarantors or any of their respective
      partners, members, managers, officers or directors or any Person
      affiliated with the Borrower, Guarantors or any their respective
      partners, members, managers, officers or directors) actually received by
      such Subsidiary Property Owner as a result of a Transfer shall be paid
      to Agent and will be deemed payments to Agent by Borrower.  Agent shall
      apply any and all such payments actually received by Agent in
      satisfaction of the Obligations in accordance with the terms
      hereof.  Notwithstanding anything in this Agreement to the contrary, in
      the event Borrower or Aquia elects to transfer all of Aquia Towne Center
      to a joint venture, then all of the Obligations outstanding on such
      date, together with any and all accrued but unpaid interest thereon and
      prepayment fees shall become absolutely due and payable.
    

    
      
        

        

      

      
        
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      (b)                          If at any time (i) the Secured Credit
      Agreement is terminated, or (ii) all of the “Revolving Credit
      Commitments” (as defined in the Secured Credit Agreement) are
      terminated, then in any of such events the Commitment under this
      Agreement shall terminate and the Borrower shall immediately pay to
      Agent on behalf of the Banks all principal, interest and other amounts
      due and payable under this Agreement.
    

    
      (c)                          If at any time the sum of the aggregate of
      the Outstanding Loans exceeds the lesser of (i) the Total Commitment,
      and (ii) the Total Development Costs, the Borrower shall immediately pay
      the amount of such excess to the Agent for the respective accounts of
      the Banks for application to the Loans.
    

    
      (d)                          Beginning the calendar quarter ending on
      March 31, 2010, and continuing on each June 30, September 30, December
      31 and March 31 thereafter (each such day shall be referred to as a
      “Quarterly Reduction Date”), the Total Commitment shall automatically be
      reduced by $1,250,000.  Borrower shall pay to Agent for the respective
      accounts of the Banks for application to the Loans such amount as is
      necessary so that the sum of the Outstanding Loans does not exceed the
      new Total Commitment from and after the most recent Quarterly Reduction
      Date.
    

    
      §3.3               Optional
      Prepayments.  The Borrower shall have the right, at its
      election, to prepay the outstanding amount of the Loan, as a whole or in
      part, at any time without penalty or premium; provided, that if any full
      or partial prepayment of the outstanding amount of any LIBOR Rate Loan
      is made other than on the last day of the Interest Period relating
      thereto, such prepayment shall be accompanied by the payment of any
      amounts due pursuant to §4.8.  The Borrower shall give the Agent, no
      later than 10:00 a.m., Cleveland time, at least five (5) Business Days’
      prior written notice of any prepayment pursuant to this §3.3, in each
      case specifying the proposed date of payment of Loans and the principal
      amount to be paid.
    

    
      §3.4               Partial
      Prepayments.  Each partial prepayment of the Loans under §3.2
      and §3.3 shall be in a minimum amount of $100,000, shall be accompanied
      by the payment of accrued interest on the principal prepaid to the date
      of payment and, after payment of such interest, shall be applied, in the
      absence of instruction by the Borrower, first to the principal of the
      Base Rate Loans and then to the principal of the LIBOR Rate Loans.
    

    
      §3.5               Effect
      of Prepayments.  Amounts of the Loans hereunder repaid or
      prepaid under §3.2 and §3.3 may be reborrowed as provided in §2, subject
      to the terms of §3.2.  Except as otherwise provided herein, all payments
      shall first be applied to accrued but unpaid interest and then to
      principal as provided above.
    

    
      §4.      CERTAIN GENERAL
      PROVISIONS.
    

    
      §4.1               Conversion
      Options.
    

    
      (a)                          The Borrower may elect from time to time to
      convert any of its outstanding Loans to a Loan of another Type and such
      Loan shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate
      Loan, as applicable; provided that (i) with respect to any such
      conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall
      give the Agent at least one (1) Business Day’s prior written notice of
      such election, and such conversion shall only be made on the last day of
      the Interest Period with respect to such LIBOR Rate Loan; (ii) with
      respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan
      the Borrower shall give the Agent at least three (3) LIBOR Business
      Days’ prior written notice of such election and the Interest Period
      requested for such Loan, the principal amount of the Loan so converted
      shall be in a minimum aggregate amount of $500,000 or an integral
      multiple of $100,000 in excess thereof and, after giving effect to the
      making of such Loan there shall be no more than five (5) LIBOR Rate
      Loans outstanding at any one time; and (iii) no Loan may be converted
      into a LIBOR Rate Loan when any Default or Event of Default has occurred
      and is continuing.  All or any part of the outstanding Loans of any Type
      may be converted as provided herein, provided that no partial conversion
      shall result in a Base Rate Loan in an aggregate principal amount of
      less than $500,000 or a LIBOR Rate Loan in an aggregate principal amount
      of less than $500,000 and that the aggregate principal amount of each
      Loan shall be in an integral multiple of $100,000.  On the date on which
      such conversion is being made, each Bank shall take such action as is
      necessary to transfer its Commitment Percentage of such Loans to its
      Domestic Lending Office or its LIBOR Lending Office, as the case may
      be.  Each Conversion Request relating to the conversion of a Base Rate
      Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.
    

    
      
        

        

      

      
        
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      (b)                          Any Loan may be continued as such Type upon
      the expiration of an Interest Period with respect thereto by compliance
      by the Borrower with the terms of §4.1(a); provided that no
      LIBOR Rate Loan may be continued as such when any Default or Event of
      Default has occurred and is continuing, but shall be automatically
      converted to a Base Rate Loan on the last day of the Interest Period
      relating thereto ending during the continuance of any Default or Event
      of Default.
    

    
      (c)                          In the event that the Borrower does not
      notify the Agent of its election hereunder with respect to any Loan to
      it, such Loan shall be automatically converted to a Base Rate Loan at
      the end of the applicable Interest Period.
    

    
      §4.2               Commitment
      Fee.  The Borrower shall pay to KeyBank certain fees for
      services rendered or to be rendered in connection with the Loan as
      provided pursuant to the Agreement Regarding Fees dated of even date
      herewith between the Borrower and KeyBank.
    

    
      §4.3               [Intentionally
      Omitted.]
    

    
      §4.4               Funds
      for Payments.
    

    
      (a)                          All payments of principal, interest, unused
      facility fees, closing fees and any other amounts due hereunder or under
      any of the other Loan Documents shall be made to the Agent, for the
      respective accounts of the Banks and the Agent, as the case may be, at
      the Agent’s Head Office, not later than 1:00 p.m. (Cleveland time) on
      the day when due, in each case in lawful money of the United States in
      immediately available funds.  The Agent is hereby authorized to charge
      the accounts, if any, of the Borrower with KeyBank designated by the
      Borrower, on the dates when the amount thereof shall become due and
      payable, with the amounts of the principal of and interest on the Loans
      and all fees, charges, expenses and other amounts owing to the Agent
      and/or the Banks under the Loan Documents.
    

    
      
        

        

      

      
        
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      (b)                          All payments by the Borrower hereunder and
      under any of the other Loan Documents shall be made without setoff or
      counterclaim and free and clear of and without deduction for any taxes,
      levies, imposts, duties, charges, fees, deductions, withholdings,
      compulsory loans, restrictions or conditions of any nature now or
      hereafter imposed or levied by any jurisdiction or any political
      subdivision thereof or taxing or other authority therein unless the
      Borrower is compelled by law to make such deduction or withholding.  If
      any such obligation is imposed upon the Borrower with respect to any
      amount payable by them hereunder or under any of the other Loan
      Documents, the Borrower will pay to the Agent, for the account of the
      Banks or (as the case may be) the Agent, on the date on which such
      amount is due and payable hereunder or under such other Loan Document,
      such additional amount in Dollars as shall be necessary to enable the
      Banks or the Agent to receive the same net amount which the Banks or the
      Agent would have received on such due date had no such obligation been
      imposed upon the Borrower.  The Borrower will deliver promptly to the
      Agent certificates or other valid vouchers for all taxes or other
      charges deducted from or paid with respect to payments made by the
      Borrower hereunder or under such other Loan Document.
    

    
      (c)                          Each Bank organized under the laws of a
      jurisdiction outside the United States shall provide the Borrower with
      such duly executed form(s) or statement(s) which may, from time to time,
      be prescribed by law and, which, pursuant to applicable provisions of
      (i) an income tax treaty between the United States and the country of
      residence of such Bank, (ii) the Code, or (iii) any applicable rules or
      regulations in effect under (i) or (ii) above, indicates the withholding
      status of such Bank; provided that nothing herein (including without
      limitation the failure or inability to provide such form or statement)
      shall relieve the Borrower of its obligations under §4.4(b).  Each Bank
      shall deliver photocopies of such forms or other appropriate
      certifications on or before the date that any such form shall expire or
      become obsolete and after the occurrence of any event requiring a change
      in the most recent form delivered to the Borrower for the Agent.  Any
      Bank which sells a participation in any of its Commitments shall be
      required to obtain such forms from any participant, and shall be
      required to withhold any amounts from such participant as required by
      the Code or Treasury Regulations issued pursuant thereto.
    

    
      §4.5               Computations.  All
      computations of interest on the Loans and of other fees to the extent
      applicable shall be based on a 360-day year and paid for the actual
      number of days elapsed.  Except as otherwise provided in the definition
      of the term “Interest Period” with respect to LIBOR Rate Loans, whenever
      a payment hereunder or under any of the other Loan Documents becomes due
      on a day that is not a Business Day, the due date for such payment shall
      be extended to the next succeeding Business Day, and interest shall
      accrue during such extension.  The outstanding amount of the Loans as
      reflected on the records of the Agent from time to time shall be
      considered prima facie evidence of such amount.
    

    
      §4.6               Suspension
      of LIBOR Rate Loans.  In the event that, prior to the
      commencement of any Interest Period relating to any LIBOR Rate Loan, the
      Agent shall reasonably determine that adequate and reasonable methods do
      not exist for ascertaining the LIBOR Rate for such Interest Period, or
      the Agent shall reasonably determine that the LIBOR Rate will not
      adequately and fairly reflect the cost to the Banks of making or
      maintaining LIBOR Rate Loans for such Interest Period, the Agent shall
      forthwith give notice of such determination (which shall be conclusive
      and binding on the Borrower and the Banks) to the Borrower and the
      Banks.  In such event (a) any Loan Request with respect to LIBOR Rate
      Loans shall be automatically withdrawn and shall be deemed a request for
      Base Rate Loans and (b) each LIBOR Rate Loan will automatically, on the
      last day of the then current Interest Period thereof, become a Base Rate
      Loan, and the obligations of the Banks to make LIBOR Rate Loans shall be
      suspended until the Agent determines that the circumstances giving rise
      to such suspension no longer exist, whereupon the Agent shall so notify
      the Borrower and the Banks.
    

    
      
        

        

      

      
        
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      §4.7               Illegality.  Notwithstanding
      any other provisions herein, if any present or future law, regulation,
      treaty or directive or the interpretation or application thereof shall
      make it unlawful, or any central bank or other governmental authority
      having jurisdiction over a Bank or its LIBOR Lending Office shall assert
      that it is unlawful, for any Bank to make or maintain LIBOR Rate Loans,
      such Bank shall forthwith give notice of such circumstances to the Agent
      and the Borrower and thereupon (a) the commitment of the Banks to make
      LIBOR Rate Loans or convert Loans of another type to LIBOR Rate Loans
      shall forthwith be suspended and (b) the LIBOR Rate Loans then
      outstanding shall be converted automatically to Base Rate Loans on the
      last day of each Interest Period applicable to such LIBOR Rate Loans or
      within such earlier period as may be required by law.
    

    
      §4.8               Additional
      Interest.  If any LIBOR Rate Loan or any portion thereof is
      repaid, or converted to a Base Rate Loan for any reason on a date which
      is prior to the last day of the Interest Period applicable to such LIBOR
      Rate Loan, or if repayment of the Loans has been accelerated as provided
      in §12.1, the Borrower will pay to the Agent upon demand for the account
      of the Banks in accordance with their respective Commitment Percentages,
      in addition to any amounts of interest otherwise payable hereunder, any
      amounts required to compensate the Banks for any losses, costs or
      expenses which may reasonably be incurred as a result of such payment,
      reapportionment or conversion.
    

    
      §4.9               Additional
      Costs, Etc.  Notwithstanding anything herein to the contrary, if
      any present or future applicable law, or any amendment or modification
      of present applicable law, which expression, as used herein, includes
      statutes, rules and regulations thereunder and legally binding
      interpretations thereof by any competent court or by any governmental or
      other regulatory body or official with appropriate jurisdiction charged
      with the administration or the interpretation thereof and requests,
      directives, instructions and notices at any time or from time to time
      hereafter made upon or otherwise issued to any Bank or the Agent by any
      central bank or other fiscal, monetary or other authority (whether or
      not having the force of law), shall:
    

    
      (a)                          subject any Bank or the Agent to any tax,
      levy, impost, duty, charge, fee, deduction or withholding of any nature
      with respect to this Agreement, the other Loan Documents, such Bank’s
      Commitment or the Loans (other than taxes based upon or measured by the
      income or profits or gross receipts of such Bank or the Agent), or
    

    
      (b)                          materially change the basis of taxation
      (except for changes in taxes on income or profits) of payments to any
      Bank of the principal of or the interest on any Loans or any other
      amounts payable to any Bank under this Agreement or the other Loan
      Documents, or
    

    
      (c)                          impose or increase or render applicable any
      special deposit, reserve, assessment, liquidity, capital adequacy or
      other similar requirements (whether or not having the force of law)
      against assets held by, or deposits in or for the account of, or loans
      by, or commitments of an office of any Bank, or
    

    
      
        

        

      

      
        
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      (d)                          impose on any Bank or the Agent any other
      conditions or requirements with respect to this Agreement, the other
      Loan Documents, the Loans, such Bank’s Commitment, or any class of loans
      or commitments of which any of the Loans or such Bank’s Commitment forms
      a part; and the result of any of the foregoing is
    

    
      (i)                                    to increase the cost to any Bank
      of making, funding, issuing, renewing, extending or maintaining any of
      the Loans or such Bank’s Commitment, or
    

    
      (ii)                                   to reduce the amount of
      principal, interest or other amount payable to such Bank or the Agent
      hereunder on account of such Bank’s Commitment or any of the Loans, or
    

    
      (iii)                                  to require such Bank or the Agent
      to make any payment or to forego any interest or other sum payable
      hereunder, the amount of which payment or foregone interest or other sum
      is calculated by reference to the gross amount of any sum receivable or
      deemed received by such Bank or the Agent from the Borrower hereunder,
    

    
      then, and in each such case, the Borrower will within fifteen (15) days
      after demand made by such Bank or (as the case may be) the Agent at any
      time and from time to time and as often as the occasion therefor may
      arise, pay to such Bank or the Agent such additional amounts as such
      Bank or the Agent shall determine in good faith to be sufficient to
      compensate such Bank or the Agent for such additional cost, reduction,
      payment or foregone interest or other sum.  Each Bank and the Agent in
      determining such amounts may use any reasonable averaging and
      attribution methods, generally applied by such Bank or the Agent.
    

    
      §4.10              Capital
      Adequacy.  If after the date hereof any Bank determines that
      (a) the adoption of or change in any law, rule, regulation or guideline
      regarding capital requirements for banks or bank holding companies or
      any change in the interpretation or application thereof by any
      governmental authority charged with the administration thereof, or
      (b) compliance by such Bank or its parent bank holding company with any
      guideline, request or directive of any such entity regarding capital
      adequacy (whether or not having the force of law), has the effect of
      reducing the return on such Bank’s or such holding company’s capital as
      a consequence of such Bank’s commitment to make Loans hereunder to a
      level below that which such Bank or holding company could have achieved
      but for such adoption, change or compliance (taking into consideration
      such Bank’s or such holding company’s then existing policies with
      respect to capital adequacy and assuming the full utilization of such
      entity’s capital) by any amount deemed by such Bank to be material, then
      such Bank may notify the Borrower thereof.  The Borrower agrees to pay
      to such Bank the amount of such reduction in the return on capital as
      and when such reduction is determined, upon presentation by such Bank of
      a statement of the amount and setting forth such Bank’s calculation
      thereof.  In determining such amount, such Bank may use any reasonable
      averaging and attribution methods.
    

    
      §4.11              Indemnity
      of Borrower.  The Borrower agrees to indemnify each Bank and to
      hold each Bank harmless from and against any loss, cost or expense that
      such Bank may sustain or incur as a consequence of (a) default by the
      Borrower in payment of the principal amount of or any interest on any
      LIBOR Rate Loans as and when due and payable, including any such loss or
      expense arising from interest or fees payable by such Bank to lenders of
      funds obtained by it in order to maintain its LIBOR Rate Loans, or (b)
      default by the Borrower in making a borrowing or conversion after the
      Borrower has given (or is deemed to have given) a Loan Request or a
      Conversion Request.
    

    
      
        

        

      

      
        
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      §4.12              Interest
      on Overdue Amounts; Late Charge.  Overdue principal on the Loans
      and all other overdue amounts payable hereunder or under any of the
      other Loan Documents (other than interest on the Loans) shall, following
      the expiration of any applicable cure period expressly provided for in
      this Agreement, bear interest payable on demand at a rate per annum
      equal to two percent (2.0%) above the rate that would otherwise be
      applicable at such time until such amount shall be paid in full (after
      as well as before judgment).  Overdue interest on the Loans shall,
      following the expiration of any applicable cure period expressly
      provided for in this Agreement, bear interest payable on demand at a
      rate equal to the lesser of (i) a per annum rate equal to two percent
      (2.0%) above the rate that would otherwise be applicable at such time or
      (ii) the maximum annual rate of interest permitted by applicable law
      until such amount shall be paid in full (after as well as before
      judgment), provided that in no event shall such rate exceed ten percent
      (10%) per annum.  In addition, the Borrower shall pay a late charge
      equal to four percent (4.0%) of any amount of interest and/or principal
      payable on the Loans or any other amounts payable hereunder or under the
      Loan Documents, which is not paid by the Borrower within fifteen (15)
      days after the same shall become due and payable.
    

    
      §4.13              Certificate.  A
      certificate setting forth any amounts payable pursuant to §4.8, §4.9,
      §4.10, §4.11 or §4.12 and a brief explanation of such amounts which are
      due, submitted by any Bank or the Agent to the Borrower, shall be
      conclusive in the absence of manifest error.
    

    
      §4.14              Limitation
      on Interest.  Notwithstanding anything in this Agreement to the
      contrary, all agreements between the Borrower and the Banks and the
      Agent, whether now existing or hereafter arising and whether written or
      oral, are hereby limited so that in no contingency, whether by reason of
      acceleration of the maturity of any of the Obligations or otherwise,
      shall the interest contracted for, charged or received by the Banks
      exceed the maximum amount permissible under applicable law.  If, from
      any circumstance whatsoever, interest would otherwise be payable to the
      Banks in excess of the maximum lawful amount, the interest payable to
      the Banks shall be reduced to the maximum amount permitted under
      applicable law; and if from any circumstance the Banks shall ever
      receive anything of value deemed interest by applicable law in excess of
      the maximum lawful amount, an amount equal to any excessive interest
      shall be applied to the reduction of the principal balance of the
      Obligations of the Borrower and to the payment of interest or, if such
      excessive interest exceeds the unpaid balance of principal of the
      Obligations of the Borrower, such excess shall be refunded to the
      Borrower.  All interest paid or agreed to be paid to the Banks shall, to
      the extent permitted by applicable law, be amortized, prorated,
      allocated and spread throughout the full period until payment in full of
      the principal of the Obligations of the Borrower (including the period
      of any renewal or extension thereof) so that the interest thereon for
      such full period shall not exceed the maximum amount permitted by
      applicable law.  This section shall control all agreements between the
      Borrower and the Banks and the Agent.
    

    
      §4.15              Extension
      of Maturity Date.
    

    
      (a)                          Provided that no Default or Event of
      Default shall have occurred and be continuing, the Borrower shall have
      the option, to be exercised by giving written notice to the Agent in the
      form of Exhibit E hereto not more than one hundred twenty (120)
      days and not less than sixty (60) days prior to the initial scheduled
      Maturity Date (an “Extension Request”), subject to the terms and
      conditions set forth in this Agreement, to extend the Maturity Date by
      twelve (12) months to December 31, 2011.  The request by the Borrower
      for extension of the Maturity Date shall constitute a representation and
      warranty by the Borrower that all of the conditions set forth in this
      §4.15 shall have been satisfied on the date of such request.
    

    
      
        

        

      

      
        
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      (b)                          The obligations of the Agent and the Banks
      to extend the Maturity Date as provided in §4.15(a) shall be subject to
      the satisfaction of the following conditions precedent on the then
      effective Maturity Date (without regard to such extension request):
    

    
      (i)                                    Payment
      of Extension Fee.  The Borrower shall pay to the Agent on or before
      the then effective Maturity Date for the pro rata account of the Banks
      in accordance with their respective Commitment Percentages an extension
      fee equal to three-quarters of one percent (0.75%) of the then Total
      Commitment, which fee shall, when paid, be fully earned and
      non-refundable under any circumstances.
    

    
      (ii)                                   No
      Default.  On the date the Extension Request is given there shall
      exist no Event of Default, and on the Maturity Date (as determined
      without regard to such extension) there shall exist no Default or Event
      of Default.
    

    
      (iii)                                  Representations
      and Warranties.  The representations and warranties made by the
      Borrower or the Guarantors in the Loan Documents or otherwise made by or
      on behalf of such Persons in connection therewith or after the date
      thereof shall have been true and correct in all material respects when
      made and shall also be true and correct in all material respects on the
      Maturity Date (as determined without regard to such extension), except
      to the extent of changes resulting from transactions contemplated or
      permitted by this Agreement and the other Loan Documents and changes
      occurring in the ordinary course of business that singly or in the
      aggregate are not materially adverse, except to the extent that such
      representations and warranties relate expressly to an earlier date, and
      except as disclosed to the Agent and the Banks in writing and approved
      by the Agent and the Banks in writing.
    

    
      (iv)                                   Additional
      Documents.  The Borrower and Guarantors shall also execute and
      deliver to Agent and the Banks such additional documents, instruments
      and certifications as the Agent may reasonably require.
    

    
      (c)                          In the event that the Maturity Date has
      been extended as provided in §4.15(a) and (b), then provided that no
      Default or Event of Default shall have occurred and be continuing, the
      Borrower shall have the option to be exercised by giving an Extension
      Request to the Agent not more than one hundred twenty (120) days and not
      less than sixty (60) days prior to the scheduled Maturity Date, subject
      to the terms and conditions set forth in this Agreement, to extend the
      Maturity Date by twelve (12) additional months to December 31,
      2012.  The request by the Borrower for extension of the Maturity Date
      shall constitute a representation and warranty by the Borrower that all
      of the conditions set forth in this Section shall have been satisfied on
      the date of such request.  The obligation of the Agent and the Banks to
      extend the Maturity Date as provided in this §4.15(c) shall be subject
      to the satisfaction again of each and every condition set forth in
      §4.15(a) and (b).
    

    
      (d)                          The Agent shall notify each of the Banks in
      the event that the Maturity Date is extended as provided in this §4.15.
    

    
      
        

        

      

      
        
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      (e)                          Notwithstanding anything herein to the
      contrary in this Agreement, in no event shall the Maturity Date be
      extended beyond the Revolving Credit Maturity Date (as defined in the
      Secured Credit Agreement).
    

    
      §5.      COLLATERAL SECURITY;
      GUARANTY.
    

    
      §5.1               Collateral.  The
      Obligations of the Borrower shall be secured by (i) a perfected first
      priority lien or security interest to be held by the Agent for the
      benefit of the Banks in the Equity Interests pursuant to the terms of
      the Assignment of Interests, including, without limitation, any
      subsequent joint venture investment formed with contributions from Aquia
      as permitted in §5.2, (ii) the Indemnity Agreement, and (iii) such
      additional collateral accepted pursuant to §5.5.  The Obligations shall
      also be guaranteed pursuant to the terms of the Guaranty.
    

    
      §5.2               Transfer
      of Aquia Towne Center.  Agent agrees that Agent shall consent to
      Aquia transferring, from time to time, a portion of Aquia Towne Center
      (but not the transfer of any parking deck that may be built) that
      contains (i) the existing office building commonly known as 475 Aquia
      Towne Center Drive, Stafford County, Virginia and/or any of the planned
      office building pads (collectively, the “Office Property”), (ii) a
      portion of Aquia Towne Center that will contain a residential
      development and which does not, as determined by Agent in its reasonable
      discretion, adversely impact in any material respect the sufficiency of
      the remaining Aquia Towne Center for the proposed retail development
      (the “Residential Property”), or (iii) a portion of Aquia Towne Center
      that will contain a hospitality development and which does not, as
      determined by Agent in its reasonable discretion, adversely impact in
      any material respect the sufficiency of the remaining Aquia Towne Center
      for the proposed retail development (the “Hotel Property”), to any
      Person that is owned in whole or in part, directly or indirectly, by the
      Borrower (a “Permitted Transfer”), upon the following terms and
      conditions:
    

    
      (a)                          No
      Default.  In no event shall Agent be obligated to grant a consent to
      a Permitted Transfer at any time during the existence of a Default or
      Event of Default hereunder.
    

    
      (b)                          Permitted
      Transfer Request.  Such request by Borrower for a Permitted Transfer
      shall be in writing and shall be delivered at least five (5) Business
      Days in advance of the date such Permitted Transfer is
      desired.  Borrower shall also provide to Agent such other documents or
      information as Agent may request prior to any Permitted Transfer of the
      Office Property, the Residential Property or the Hotel Property.
    

    
      (c)                          Financing/Joint
      Venture.  The transferee shall have obtained a first priority
      mortgage loan from a third-party lender on the Office Property,
      Residential Property or the Hotel Property, or Aquia and Borrower shall
      have elected to transfer the Office Property, the Residential Property
      or the Hotel Property to a joint venture (an “Aquia Joint
      Venture”).  Notwithstanding the foregoing, the right of Aquia and
      Borrower to transfer the Office Property, the Residential Property or
      the Hotel Property to an Aquia Joint Venture shall be subject to Aquia
      and Borrower making commercially reasonable efforts to cause the
      following to occur:
    

    
      (i)                                    a pledge to Agent as Collateral
      of all of the equitable and beneficial ownership interests of Borrower
      or its Subsidiaries in such Aquia Joint Venture, including, without
      limitation, all right, title and interest of Borrower or its
      Subsidiaries in and to any Distributions from the Aquia Joint Venture
      (the “Joint Venture Interests”);
    

    
      
        

        

      

      
        
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      (ii)                                   Agent shall receive an assignment
      of the Joint Venture Interests, an acknowledgment by the Aquia Joint
      Venture of such pledge and such modifications and amendments to the Loan
      Documents to reflect such transfer, substitution and covenants as Agent
      may reasonably require;
    

    
      (iii)                                  Agent shall have received each of
      the documents described in §10.2 through §10.5 with respect to the
      Aquia, Borrower, the Aquia Joint Venture and such other Persons as Agent
      may reasonably require to the same extent as if such Persons had been a
      Borrower or Guarantor under this Agreement;
    

    
      (iv)                                   the representations and
      warranties made by the Borrower and the Guarantors in the Loan Documents
      or otherwise made by or on behalf of the Borrower and the Guarantors in
      connection therewith shall be true and correct in all material respects
      with respect to the Aquia Joint Venture (Borrower, the Aquia Joint
      Venture and Agent shall also review the representations in this
      Agreement and make modifications to reflect such transfer reasonably
      acceptable to Agent) and such representations and warranties shall be
      reaffirmed by Borrower as of date of the transfer of the Office
      Property, Residential Property or the Hotel Property, as the case may be;
    

    
      (v)                                    Agent shall have approved any
      Organizational Documents of the Aquia Joint Venture and such other
      Persons as Agent may reasonable require;
    

    
      (d)                          Access
      and Utilities.  In no event shall Aquia conduct such Permitted
      Transfer, if following such Permitted Transfer portions of the remaining
      Land owned by Aquia (i) shall be without access to a public street over
      remaining Land owned by Aquia or over a perpetual easement for ingress
      and egress, or (ii) shall no longer be able to tap into, connect with,
      utilize or maintain all utilities necessary to serve such portions of
      the Land, including without limitation, storm sewer, sanitary sewer,
      water, electricity and gas, either over remaining Land owned by Aquia or
      over a perpetual easement with respect thereto.
    

    
      (e)                          Separate
      Taxation.  Prior to any Permitted Transfer hereunder, Borrower shall
      taken such actions as may be required to cause the portion of the Land
      to be sold to be taxed separately from the remaining portion of the Land.
    

    
      (f)                          Compliance.  Both
      the portion of the Land to be sold and improvements thereon and the Land
      remaining after such Permitted Transfer and improvements thereon will be
      in compliance with all zoning laws, building codes, parking laws and
      regulations, subdivision laws or approvals, set-back lines or any other
      governmental regulation or requirement, including, without limitation,
      environmental laws, and any recorded covenants, conditions or
      restrictions.
    

    
      (g)                          Other
      Agreements.  The Permitted Transfer requested shall not cause Aquia
      to be in violation of or result in a breach under any other agreement or
      instrument by which any portion of the Land is bound.  Additionally,
      Agent shall have approved any cross-easements, restrictive covenants,
      operating agreements or other agreements which are to be entered into in
      connection such transfer;
    

    
      (h)                          Expenses.  Borrower
      shall pay all expenses of Agent in connection with the preparation and
      consummation of any such consent to Permitted Transfer, including,
      without limitation, attorneys’ fees and expenses relating to the
      preparation and review of said items.
    

    
      
        

        

      

      
        
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      (i)                          Costs.  Borrower
      shall deliver to Agent evidence of the portion of the Total Development
      Costs allocable to such portion of the Land reasonably acceptable to
      Agent.
    

    
      (j)                          Prepayment
      of Loans.  Borrower shall have paid to Agent the greater of (i) any
      amounts which would be due under §3.2(c) as a result of such Permitted
      Transfer, or (ii) the gross cash proceeds received by Aquia as result of
      the mortgage loan from a third party lender after deduction for
      reasonable and customary loan closing costs, or joint venture with
      respect to the Office Property, Residential Property or the Hotel
      Property, as the case may be.
    

    
      (k)                          Appraisal
      of the Office Property.  Prior to any Permitted Transfer of the
      Office Property, the delivery to Agent of an Appraisal of the portion of
      Aquia Towne Center remaining as Collateral subsequent to the proposed
      Permitted Transfer (the “Retained Portion”) and Agent shall have
      determined that the Total Commitment is not more than forty-five percent
      (45%) of the Appraised Value of the Retained Portion.  
    

    
      (l)                          Loan
      to Value.  Except in connection with a Permitted Transfer of the
      Office Property as set forth in §5.2(k) above, in no event shall the
      Agent be required to consent to a Permitted Transfer, if, following such
      Permitted Transfer, the ratio (expressed as a percentage) of the Total
      Commitment to the Appraised Value of the portion of Aquia Towne Center
      remaining as Collateral subsequent to the proposed Permitted Transfer is
      greater than seventy percent (70%).
    

    
      §5.3               Release
      of Collateral.  Upon termination of this Agreement and the
      Commitment of the Banks to make Loans and, the payment in full of all of
      the Obligations, the Agent, on behalf of the Banks, shall release the
      Collateral and shall execute such instruments of release as the Borrower
      and its counsel may reasonably request.
    

    
      §5.4               Mortgages
      and Title Insurance.  At any time following the occurrence of
      and during the continuation of an Event of Default, the Agent may
      require the Borrower (i) to execute and deliver such mortgages,
      assignments of leases and rents and such other security instruments as
      Agent may require in favor of Agent which provide Agent with a perfected
      first priority lien and security interest encumbering the Collateral
      Property and the personal property related thereto, and (ii) to deliver
      such mortgagee title insurance policies as Agent may reasonably require
      naming Agent as the insured thereunder and insuring such mortgages or
      other security instruments as first priority liens subject to no
      encumbrances other than the Permitted Liens, in such form and in such
      amounts and containing such endorsements as Agent may reasonably require
      and/or (ii) to deliver owner’s Title Policies naming the Borrower as the
      insured thereunder together with a mezzanine endorsement to such policy,
      in form and substance reasonably satisfactory to Agent.
    

    
      §5.5               Additional
      Collateral.  In the event Borrower desires to include additional
      Collateral as security for the Obligations and to increase, subject to
      the Total Commitment, the Revolving Credit Availability, then Borrower
      shall provide written notice to the Agent of such request, together with
      all documentation and other information required to permit the Agent to
      determine in good faith whether or not to include such project as
      Collateral, any adjustments to be made to the Revolving Credit
      Availability in connection with the inclusion of such additional
      Collateral and the use of proceeds of the Loans beyond what is presently
      permitted under §7.11.  Agent and Borrower agree to enter into
      good-faith discussions regarding a modification of this Agreement and
      the other Loan Documents, and the execution and delivery of any new
      pledge agreements, guarantees or other agreements required by Agent in
      good faith, permitting the inclusion of any additional Collateral
      pursuant to such terms as are satisfactory to Borrower and Agent.  As
      between the Banks and the Agent, Agent shall have the right, in its sole
      discretion, to (i) determine whether or not to include any such project
      as Collateral, make any adjustments to be made to the Revolving Credit
      Availability to include a portion of the value of such additional
      Collateral, determine the uses of any proceeds of the Loans by Borrower
      beyond what is presently permitted in §7.11, whether or not to permit
      the applicable Subsidiary Property Owner owning to make any
      Distributions and whether to allow the applicable Subsidiary Property
      Owner to have any Subsidiary Subordinate Debt, and (ii) to enter into on
      behalf of the Banks any modification to this Agreement and the other
      Loan Documents in connection therewith.
    

    
      
        

        

      

      
        
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      §5.6               Joinder
      Agreements.  In the event that Borrower shall request that
      certain Collateral Property of a Subsidiary of Borrower in which
      Borrower directly or indirectly owns a 100% interest be included as
      Collateral as contemplated by §5.5 and such Collateral Property is
      approved for inclusion as Collateral in accordance with the terms
      hereof, Borrower shall cause such Subsidiary, and any intermediate
      Subsidiaries, to execute and deliver to Agent a Joinder Agreement in the
      form of Exhibit F hereto, and such Subsidiary shall become a
      Subsidiary Guarantor hereunder.  Each such Subsidiary shall be
      specifically authorized, in accordance with its respective
      organizational documents, to be a Subsidiary Guarantor hereunder and to
      execute the Contribution Agreement and such Security Documents as Agent
      may require.  Borrower shall further cause all representations,
      covenants and agreements in the Loan Documents with respect to Borrower
      to be true and correct with respect to each such Subsidiary.  In
      connection with the delivery of such Joinder Agreement, Borrower shall
      deliver to the Agent such organizational agreements, resolutions,
      consents, opinions and other documents and instruments as the Agent may
      reasonably require.
    

    
      §6.      REPRESENTATIONS AND
      WARRANTIES OF THE BORROWER AND THE GUARANTORS.
    

    
      The Borrower and the Guarantors, jointly and severally, respectively,
      each represent and warrant to the Agent and the Banks as follows.
    

    
      §6.1               Corporate
      Authority, Etc.
    

    
      (a)       Incorporation; Good
      Standing.  Aquia is a limited liability company duly organized
      pursuant to its second amended and restated operating agreement dated as
      of December 10, 2008, and articles of organization filed October 5, 1998
      and is validly existing and in good standing under the laws of the State
      of Michigan.  The Borrower is a Delaware limited partnership, duly
      organized pursuant to its first amended and restated limited partnership
      agreement dated May 10, 1996, as amended by amendments one through
      twenty-four, and a Certificate of Limited Partnership and amendments
      thereto filed with the Secretary of the State of Delaware and is validly
      existing and in good standing under the laws of the State of
      Delaware.  The Trust is a Maryland real estate investment trust duly
      organized pursuant to its trust declaration dated October 2, 1997, as
      amended and supplemented, and a Certificate of Trust filed with the
      Secretary of the State of Maryland and is validly existing and in good
      standing under the laws of the State of Maryland.  Each Subsidiary
      Property Owner is a limited partnership, corporation or limited
      liability company, as applicable, duly organized pursuant to its
      certificate of limited partnership or other organizational agreements
      filed with the appropriate Secretary of State and is validly existing
      and in good standing under the laws of its state of organization. Each
      of the Borrower and the Guarantors (i) has all requisite power to own
      its respective properties and interests and conduct its respective
      business as now conducted and as presently contemplated, and (ii) as to
      the Borrower and the Guarantors are in good standing as a foreign entity
      and is duly authorized to do business in the jurisdictions where the
      Collateral Property is located and in each other jurisdiction where a
      failure to be so qualified in such other jurisdiction could have a
      materially adverse effect on the business, assets or financial condition
      of such Person.  The Trust is a real estate investment trust in full
      compliance with and entitled to the benefits of §856 of the Code, and
      has elected to be treated as a real estate investment trust pursuant to
      the Code.
    

    
      
        

        

      

      
        
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      (b)                          [Intentionally omitted.]
    

    
      (c)                          Authorization.  The
      execution, delivery and performance of this Agreement and the other Loan
      Documents to which the Borrower or the Guarantors is or is to become a
      party and the transactions contemplated hereby and thereby (i) are
      within the authority of such Person, (ii) have been duly authorized by
      all necessary proceedings on the part of such Person, (iii) do not and
      will not conflict with or result in any breach or contravention of any
      provision of law, statute, rule or regulation to which such Person is
      subject or any judgment, order, writ, injunction, license or permit
      applicable to such Person, (iv) do not and will not conflict with or
      constitute a default (whether with the passage of time or the giving of
      notice, or both) under any provision of the articles of incorporation,
      partnership agreement, declaration of trust or other charter documents
      or bylaws of, or any agreement or other instrument binding upon, such
      Person or any of its properties, and (v) do not and will not result in
      or require the imposition of any lien or other encumbrance on any of the
      properties, assets or rights of such Person.
    

    
      (d)                          Enforceability.  The
      execution and delivery of this Agreement and the other Loan Documents to
      which the Borrower, the Guarantors or any of their respective
      Subsidiaries is or is to become a party are valid and legally binding
      obligations of such Person enforceable in accordance with the respective
      terms and provisions hereof and thereof, except as enforceability is
      limited by bankruptcy, insolvency, reorganization, moratorium or other
      laws relating to or affecting generally the enforcement of creditors’
      rights and except to the extent that availability of the remedy of
      specific performance or injunctive relief is subject to the discretion
      of the court before which any proceeding therefor may be brought.
    

    
      §6.2               Governmental
      Approvals.  The execution, delivery and performance of this
      Agreement and the other Loan Documents to which the Borrower or the
      Guarantors is or is to become a party and the transactions contemplated
      hereby and thereby do not require the approval or consent of, or filing
      with, any governmental agency or authority other than those already
      obtained and the filing of the Security Documents in the appropriate
      records office with respect thereto.
    

    
      §6.3               [Intentionally
      Omitted.]
    

    
      §6.4               Financial
      Statements.  The Borrower has delivered to each of the
      Banks:  (a) the consolidated balance sheet of the Borrower and the Trust
      and its respective Subsidiaries as of the Balance Sheet Date,
      (b) certain other financial information relating to the Borrower, the
      Guarantors, their respective Subsidiaries and the Collateral Property,
      and (c) a schedule of the Total Development Costs incurred to
      date.  Such balance sheet and other information have been prepared in
      accordance with GAAP and fairly present the financial condition of the
      Borrower, the Guarantors and their respective Subsidiaries as of such
      dates and the results of the operations of the Borrower, the Guarantors
      and their respective Subsidiaries and the Collateral Property for such
      periods.  There are no liabilities, contingent or otherwise, of the
      Borrower, the Guarantors or any of their respective Subsidiaries
      involving material amounts not disclosed in said financial statements
      and the related notes thereto.
    

    
      
        

        

      

      
        
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      §6.5               No
      Material Changes.  Since the Balance Sheet Date, there has
      occurred no materially adverse change in the financial condition or
      business of the Borrower, the Guarantors, and their respective
      Subsidiaries taken as a whole as shown on or reflected in the
      consolidated balance sheet of the Borrower and the Trust as of the
      Balance Sheet Date, or its consolidated statement of income or cash
      flows for the fiscal year then ended, other than changes in the ordinary
      course of business that have not had any materially adverse effect
      either individually or in the aggregate on the business or financial
      condition of such Person except for any sales of real estate by the
      Borrower in the ordinary course of the business related to the Borrower.
    

    
      §6.6               Franchises,
      Patents, Copyrights, Etc.  The Borrower and the
      Guarantors possess all franchises, patents, copyrights, trademarks,
      trade names, service marks, licenses and permits, and rights in respect
      of the foregoing, adequate for the conduct of their business
      substantially as now conducted without known conflict with any rights of
      others.
    

    
      §6.7               Litigation.  Except
      as stated on Schedule 6.7 there are no actions, suits,
      proceedings or investigations of any kind pending or to the knowledge of
      such person threatened against the Borrower or the Guarantors before any
      court, tribunal, arbitrator, mediator or administrative agency or board
      that, if adversely determined, might, either in any case or in the
      aggregate, materially adversely affect the properties, assets, financial
      condition or business of such Person or materially impair the right of
      such Person to carry on business substantially as now conducted by it,
      or result in any liability not adequately covered by insurance, or for
      which adequate reserves are not maintained on the balance sheet of such
      Person, or which question the validity of this Agreement or any of the
      other Loan Documents, any action taken or to be taken pursuant hereto or
      thereto or any lien or security interest created or intended to be
      created pursuant hereto or thereto, or which will adversely affect the
      ability of the Borrower or the Guarantors to pay and perform the
      Obligations in the manner contemplated by this Agreement and the other
      Loan Documents.  Except as set forth on Schedule 6.7,
      as of the date of this Agreement, there are no judgments outstanding
      against or adversely affecting any of the Borrower or the Guarantors.
    

    
      §6.8               No
      Materially Adverse Contracts, Etc.  None of the Borrower or the
      Guarantors is subject to any charter, corporate or other legal
      restriction, or any judgment, decree, order, rule or regulation that has
      or is expected in the future to have a materially adverse effect on the
      business, assets or financial condition of such Person.  None of the
      Borrower or the Guarantors is a party to any contract or agreement that
      has or is expected, in the judgment of the partners or officers of such
      Person, to have any materially adverse effect on the business of any of
      them.
    

    
      §6.9               Compliance
      with Other Instruments, Laws, Etc.  None of the Borrower or the
      Guarantors is in violation of any provision of its charter or other
      organizational documents, bylaws, or any agreement or instrument to
      which it may be subject or by which it or any of its properties may be
      bound or any decree, order, judgment, statute, license, rule or
      regulation, in any of the foregoing cases in a manner that could result
      in the imposition of substantial penalties or materially and adversely
      affect the financial condition, properties or business of such Person.
    

    
      
        

        

      

      
        
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      §6.10              Tax
      Status.  Except as noted on Schedule 6.10
      hereto, the Borrower and the Guarantors (a) has made or filed all
      federal and state income and all other tax returns, reports and
      declarations required by any jurisdiction to which it is subject, (b)
      has paid all taxes and other governmental assessments and charges shown
      or determined to be due on such returns, reports and declarations,
      except those being contested in good faith and by appropriate
      proceedings and (c) has set aside on its books provisions reasonably
      adequate for the payment of all taxes for periods subsequent to the
      periods to which such returns, reports or declarations apply.  Except as
      noted in item 3 on Schedule 6.7 hereto, there are no unpaid taxes
      in any material amount claimed to be due by the taxing authority of any
      jurisdiction, and the partners or officers of such Person know of no
      basis for any such claim.  The Land is separately assessed for purposes
      of real estate tax assessment and payment.  There are no audits pending
      or to the knowledge of the Borrower threatened with respect to any tax
      returns filed by the Borrower, any Guarantor or their respective
      Subsidiaries.
    

    
      §6.11              No
      Event of Default.  No Default or Event of Default has occurred
      and is continuing.
    

    
      §6.12              Investment
      Company Acts.  None of the Borrower or the Guarantors is or
      after giving effect to any Loan will be, subject to regulation under the
      Federal Power Act or the Investment Company Act of 1940 or to any
      federal or state statute or regulation limiting its ability to incur
      indebtedness for borrowed money.
    

    
      §6.13              Absence
      of UCC Financing Statements, Etc.  Except with respect to
      Permitted Liens, there is no financing statement, security agreement,
      chattel mortgage, real estate mortgage or other document filed or
      recorded with any filing records, registry, or other public office, that
      purports to cover, affect or give notice of any present or possible
      future lien on, or security interest or security title in, any property
      of the Borrower or the Guarantors or rights thereunder.
    

    
      §6.14              Setoff,
      Etc.  The Collateral and the rights of the Agent and the Banks
      with respect to the Collateral are not subject to any setoff, claims,
      withholdings or other defenses.  Borrower is the owner of the Equity
      Interests free from any lien, security interest, encumbrance or other
      claim or demand, except for Permitted Liens.
    

    
      §6.15              Certain
      Transactions.  Except as set forth on Schedule 6.15
      hereto, none of the officers, trustees, directors, or employees of the
      Borrower or the Guarantors is a party to any transaction with either or
      both of the Borrower or any Guarantor (other than for services as
      employees, officers and directors), including any contract, agreement or
      other arrangement providing for the furnishing of services to or by,
      providing for rental of real or personal property to or from, or
      otherwise requiring payments to or from any officer, trustee, director
      or such employee or, to the knowledge of the Borrower, the Guarantors,
      or any corporation, partnership, trust or other entity in which any
      officer, trustee, director, or any such employee has a substantial
      interest or is an officer, director, trustee or partner.
    

    
      §6.16              Employee
      Benefit Plans.  The Borrower, the Guarantors and each ERISA
      Affiliate have fulfilled their respective obligations under the minimum
      funding standards of ERISA and the Code with respect to each Employee
      Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in
      compliance in all material respects with the presently applicable
      provisions of ERISA and the Code with respect to each Employee Benefit
      Plan, Multiemployer Plan or Guaranteed Pension Plan.  Neither the
      Borrower, the Guarantors nor any ERISA Affiliate has (a) sought a waiver
      of the minimum funding standard under Section 412 of the Code in respect
      of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension
      Plan, (b) failed to make any contribution or payment to any Employee
      Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or made any
      amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed
      Pension Plan, which has resulted or could result in the imposition of a
      lien or the posting of a bond or other security under ERISA or the Code,
      or (c) incurred any liability under Title IV of ERISA other than a
      liability to the PBGC for premiums under Section 4007 of ERISA.  None of
      the Collateral constitutes a “plan asset” of any Employee Benefit Plan,
      Multiemployer Plan or Guaranteed Pension Plan.
    

    
      
        

        

      

      
        
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      §6.17              Regulations
      T, U and X.  No portion of any Loan is to be used for the
      purpose of purchasing or carrying any “margin security” or “margin
      stock” as such terms are used in Regulations T, U and X of the Board of
      Governors of the Federal Reserve System, 12 C.F.R.  Parts 220, 221 and
      224.  Neither the Borrower nor any Guarantor is engaged, and neither the
      Borrower nor any Guarantor will engage, principally or as one of its
      important activities, in the business of extending credit for the
      purpose of purchasing or carrying any “margin security” or “margin
      stock” as such terms are used in Regulations T, U and X of the Board of
      Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and
      224.
    

    
      §6.18              Environmental
      Compliance.  The Borrower and the Guarantors each has taken all
      commercially reasonable steps to investigate the past and present
      conditions and usage of the Collateral Property and the operations
      conducted thereon and, based upon such investigation makes the following
      representations and warranties except as specifically set forth in the
      written environmental site assessment reports provided to the Agent on
      or before the date hereof or as set forth on Schedule 6.18
      attached hereto:
    

    
      (a)                          With respect to the Collateral Property,
      none of the Borrower or the Guarantors or any operator of the Collateral
      Property, or any operations thereon is in violation, or alleged
      violation, of any judgment, decree, order, law, license, rule or
      regulation pertaining to environmental matters, including, without
      limitation, those arising under the Resource Conservation and Recovery
      Act (“RCRA”), the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 as amended (“CERCLA”), the Superfund Amendments
      and Reauthorization Act of 1986 (“SARA”), the Federal Clean Water Act,
      the Federal Clean Air Act, the Toxic Substances Control Act, or any
      state or local statute, regulation, ordinance, order or decree relating
      to the environment (hereinafter “Environmental Laws”), which violation
      involves the Collateral Property and would have a material adverse
      effect on the business, assets or financial condition of the Borrower or
      any Guarantor.
    

    
      (b)                          With respect to the Collateral Property,
      none of the Borrower or the Guarantors has received notice from any
      third party including, without limitation, any federal, state or local
      governmental authority, (i) that it has been identified by the United
      States Environmental Protection Agency (“EPA”) as a potentially
      responsible party under CERCLA with respect to a site listed on the
      National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii)
      that any hazardous waste, as defined by 42 U.S.C. §9601(5), any
      hazardous substances as defined by 42 U.S.C. §9601(14), any pollutant or
      contaminant as defined by 42 U.S.C. §9601(33) or any toxic substances,
      oil or hazardous materials or other chemicals or substances regulated by
      any Environmental Laws (“Hazardous Substances”) which it has generated,
      transported or disposed of have been found at any site at which a
      federal, state or local agency or other third party has conducted or has
      ordered that the Borrower or any Guarantor conduct a remedial
      investigation, removal or other response action pursuant to any
      Environmental Law; or (iii) that it is or shall be a named party to any
      claim, action, cause of action, complaint, or legal or administrative
      proceeding (in each case, contingent or otherwise) arising out of any
      third party’s incurrence of costs, expenses, losses or damages of any
      kind whatsoever in connection with the release of Hazardous Substances.
    

    
      
        

        

      

      
        
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      (c)                          With respect to the Collateral Property,
      (i) no portion of the Collateral Property has been used for the
      handling, processing, storage or disposal of Hazardous Substances except
      in accordance with applicable Environmental Laws in all material
      respects, and no underground tank or other underground storage
      receptacle for Hazardous Substances is located on any portion of the
      Collateral Property; (ii) in the course of any activities conducted by
      either the Borrower or the Guarantors or the operators of its
      properties, no Hazardous Substances have been generated or are being
      used on the Collateral Property except in the ordinary course of
      business and in accordance with applicable Environmental Laws in all
      material respects; (iii) there has been no past or present releasing,
      spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, disposing or dumping (a “Release”) or threatened
      Release of Hazardous Substances on, upon, into or from the Collateral
      Property, or, to the best of the Borrower’s and Guarantors’ knowledge,
      on, upon, into or from the other properties of the Borrower or the
      Guarantors, which Release would have a material adverse effect on the
      value of the Collateral Property or adjacent properties or the
      environment; (iv) to the best of the Borrower’s and Guarantors’
      knowledge, there have been no Releases on, upon, from or into any real
      property in the vicinity of any of the Collateral Property which through
      soil or groundwater contamination, may have come to be located on, and
      which would have a material adverse effect on the value of, the
      Collateral Property; and (v) any Hazardous Substances that have been
      generated on the Collateral Property have been transported off-site only
      by carriers having an identification number issued by the EPA or
      approved by a state or local environmental regulatory authority having
      jurisdiction regarding the transportation of such substance and treated
      or disposed of only by treatment or disposal facilities maintaining
      valid permits as required under all applicable Environmental Laws, which
      transporters and facilities have been and are, to the best of the
      Borrower’s and Guarantors’ knowledge, operating in compliance with such
      permits and applicable Environmental Laws.
    

    
      (d)                          None of the Borrower, the Guarantors, their
      respective Subsidiaries, or the Collateral Property is subject to any
      applicable Environmental Law requiring the performance of Hazardous
      Substances site assessments, or the removal or remediation of Hazardous
      Substances, or the giving of notice to any governmental agency or the
      recording or delivery to other Persons of an environmental disclosure
      document or statement (i) by virtue of the transactions set forth herein
      and contemplated hereby, or (ii) as a condition to the recording of the
      Security Documents or to the effectiveness of any other transactions
      contemplated hereby.
    

    
      §6.19     [Intentionally Omitted.]
    

    
      
        

        

      

      
        
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      §6.20              Collateral
      Property.  Each Subsidiary Property Owner makes the following
      representations and warranties concerning the Collateral Property owned
      by such Subsidiary Property Owner to the best of its knowledge and
      belief, to the extent applicable:
    

    
      (a)                          Off-Site
      Utilities.  All water, sewer, electric, gas, telephone and other
      utilities necessary for the use and operation of such Collateral
      Property are installed to the property lines of such Collateral Property
      through dedicated public rights of way or through perpetual private
      easements approved by the Agent.
    

    
      (b)                          Access,
      Etc.  The streets abutting such Collateral Property are dedicated
      and accepted public roads, to which such Collateral Property has direct
      access by trucks and other motor vehicles and by foot, as appropriate,
      or are perpetual private ways (with direct access by trucks and other
      motor vehicles and by foot to public roads) to which such Collateral
      Property has direct access as shown on the recorded plat for the Land
      and other land or in other recorded documents approved by the
      Agent.  All private ways providing access to such Collateral Property
      are zoned in a manner which will permit access to the Land over such
      ways by trucks and other commercial and industrial vehicles, as
      appropriate and applicable.
    

    
      (c)                          Independent
      Building.  The Building is fully independent in all respects
      including, without limitation, in respect of structural integrity,
      heating, ventilating and air conditioning, plumbing, mechanical and
      other operating and mechanical systems, and electrical, sanitation and
      water systems, all of which are connected directly to off-site utilities
      located in public streets or ways or through insured perpetual private
      easements approved by the Agent.  The Building is located on a lot which
      is separately assessed for purposes of real estate tax assessment and
      payment.  The Building and all paved or landscaped areas related to or
      used in connection with the Building are located wholly within the
      perimeter lines of the lot or lots on which such Collateral Property is
      located, except as may be specifically shown on the Survey for such
      Collateral Property.
    

    
      (d)                          Condition
      of Building; No Asbestos.  The Building is, in all material
      respects, structurally sound, in good repair and free of defects in
      materials and workmanship.  All major building systems located within
      the Building, including without limitation heating, ventilating and air
      conditioning, electrical, sprinkler, plumbing or other mechanical
      systems, are in good working order and condition.  Anything to the
      contrary contained herein notwithstanding, Agent and Banks acknowledge
      that Aquia Towne Center is undergoing redevelopment and that certain
      buildings that currently exist may be substantially renovated and/or
      demolished during the course of such redevelopment; provided, however,
      that the foregoing shall not in any way limit the obligations of
      Borrower and Guarantors contained in §7.16.  No asbestos is located in
      or on the Building, except for nonfriable asbestos or contained friable
      asbestos which is being monitored and/or remediated in accordance with
      the recommendations of an Environmental Engineer.
    

    
      (e)                          Building
      Compliance with Law.  The Building as presently constructed, used,
      occupied and operated does not, in any material respect, violate any
      applicable federal or state law or governmental regulation or any local
      ordinance, order or regulation, including but not limited to laws,
      regulations, or ordinances relating to zoning, building use and
      occupancy, subdivision control, fire protection, health, sanitation,
      safety, handicapped access, historic preservation and protection,
      tidelands, wetlands, flood control and Environmental Laws.  The Building
      complies, in all material respects, with applicable zoning laws and
      regulations and is not a so-called non-conforming use.  The zoning laws
      permit use of the Building for its current or intended use.  There is
      such number of parking spaces on the lot or lots on which such
      Collateral Property is located as is adequate under the zoning laws and
      regulations to permit use of the Building for its current use.
    

    
      
        

        

      

      
        
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      (f)                          Zoning.  Such
      Collateral Property constitutes a separate parcel which has been
      properly subdivided in accordance with all applicable state and local
      laws, regulations and ordinances to the extent required thereby or is
      part of PUD zoning, and neither the execution and delivery of the
      Assignments of Interests nor the exercise of any remedies thereunder by
      Agent shall violate any such law or regulation relating to the
      subdivision of real property.
    

    
      (g)                          No
      Required Collateral Property Consents, Permits, Etc.  With respect
      to existing Buildings, neither the Borrower nor the Guarantors has
      received any notice of, and has no knowledge of, any approvals,
      consents, licenses, permits, utility installations and connections
      (including, without limitation, drainage facilities), curb cuts and
      street openings, required by applicable laws, rules, ordinances or
      regulations or any agreement affecting such Collateral Property for the
      maintenance, operation, servicing and use of the existing Buildings for
      their intended use which have not been granted, effected, or performed
      and completed (as the case may be), or any fees or charges therefor
      which have not been fully paid, or which are no longer in full force and
      effect.  No such approvals, consents, permits or licenses (including,
      without limitation, any railway siding agreements) will terminate, or
      become void or voidable or terminable on any foreclosure sale of such
      Collateral.  To the best knowledge of the Borrower and the Guarantors,
      there are no outstanding notices, suits, orders, decrees or judgments
      relating to zoning, building use and occupancy, fire, health, sanitation
      or other violations affecting, against, or with respect to, such
      Collateral Property or any part thereof. All Governmental Approvals
      required for the construction of any new Buildings in accordance with
      their respective plans and specifications have been obtained or will be
      obtained prior to the commencement of construction of such work, except
      for those approved by Agent, and all Laws relating to the construction
      and operation of any new Building have or will be complied with and all
      permits and licenses required for the operation of the new Building
      which cannot be obtained until the construction of the new Building is
      completed can be obtained if the new Building is completed in accordance
      with its respective plans and specifications.
    

    
      (h)                          Insurance.  Neither
      the Borrower nor the Guarantors has received any outstanding notice from
      any insurer or its agent requiring performance of any work with respect
      to such Collateral Property or canceling or threatening to cancel any
      policy of insurance, and such Collateral Property complies with the
      requirements of all of the Borrower’s and the Guarantors’ insurance
      carriers.
    

    
      (i)                          Real
      Property Taxes; Special Assessments.  There are no unpaid or
      outstanding real estate or other taxes or assessments on or against such
      Collateral Property or any part thereof which are payable by the
      Borrower or the Guarantors (except only real estate or other taxes or
      assessments, that are not yet due and payable).  The Borrower has
      delivered to the Agent true and correct copies of real estate tax bills
      for such Collateral Property for the past three (3) fiscal years or such
      shorter period that such Collateral Property has been owned by the
      Subsidiary Property Owner.  No abatement proceedings are pending with
      reference to any real estate taxes assessed against such Collateral
      Property, other than with respect to taxes which have been paid under
      protest and which are being contested in good faith.  Except as set
      forth in the Title Policies or the current title commitment with respect
      to the Land delivered to the Agent, there are no betterment assessments
      or other special assessments presently pending with respect to any
      portion of such Collateral Property, and neither the Borrower nor the
      Guarantors has received any notice of any such special assessment being
      contemplated.
    

    
      
        

        

      

      
        
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      (j)                          Historic
      Status.  Such Collateral Property is not located within any historic
      district pursuant to any federal, state or local law or governmental
      regulation.
    

    
      (k)                          Eminent
      Domain; Casualty.  There are no pending eminent domain proceedings
      against such Collateral Property or any part thereof, and, to the
      knowledge of the Borrower and the Guarantors, no such proceedings are
      presently threatened or contemplated by any taking authority.  Such
      Collateral Property or any part thereof is not presently damaged or
      injured as a result of any fire, explosion, accident, flood or other
      casualty.
    

    
      (l)                          Leases.  The
      Borrower has delivered to the Agent (i) true copies of the forms of the
      Leases used by the Borrower at the Collateral Property as of the date
      hereof and (ii) true, correct and complete copies of the Leases and any
      amendments or other agreements thereto relating to the Collateral
      Property as of the date of inclusion of the Collateral Property in the
      Collateral.  An accurate and complete Rent Roll and summary thereof in a
      form reasonably satisfactory to the Agent as of the date of inclusion of
      the Collateral Property in the Collateral with respect to all Leases of
      any portion of the Collateral Property has been provided to the
      Agent.  The Leases reflected on such Rent Roll constitute as of the date
      thereof the sole agreements and understandings relating to leasing or
      licensing of space at the Collateral Property and in the Building
      relating thereto.  Each of the Leases was entered into as the result of
      arms-length negotiation and has not been modified, changed, altered,
      assigned, supplemented or amended in any respect, except as set forth in
      a separate written certification delivered to Agent prior to the
      acceptance of such Collateral Property as Collateral, and no tenant is
      entitled to any free rent, partial rent, rebate of rent payments,
      credit, reduction or alternate rent, offset or deduction in rent,
      including, without limitation, lease support payments, lease buy-outs or
      reduced or altered rent as a result of the operation of any co-tenancy
      or similar clause, except as set forth in a separate written
      certification delivered to Agent prior to the acceptance of such
      Collateral Property as Collateral.  There are no occupancies, rights,
      privileges or licenses in or to the Collateral Property or portion
      thereof other than pursuant to the Leases reflected in Rent Rolls
      previously furnished to the Agent for the Collateral Property.  Except
      as set forth in a separate written certification delivered to Agent
      prior to the acceptance of such Collateral Property as Collateral,
      (a) the Leases reflected in the Rent Roll are in full force and effect
      in accordance with their respective terms, without any payment default
      or any other material default thereunder, nor are there any defenses,
      counterclaims, offsets, concessions or rebates available to any tenant
      thereunder, and neither the Borrower, the Guarantors nor any of their
      respective Subsidiaries has given or made any notice of any payment or
      other material default, or any claim, which remains uncured or
      unsatisfied, with respect to any of the Leases, and (b) no tenant under
      any Lease has a currently effective right to terminate its Lease as a
      result of the operation of any co-tenancy or similar clause.  The
      separate written certification delivered to Agent prior to the
      acceptance of such Collateral Property as Collateral accurately and
      completely sets forth all rents payable by and security, if any,
      deposited by tenants, no tenant having paid more than one month’s rent
      in advance.  All tenant improvements or work to be done for tenants on
      the Rent Roll, furnished or paid for by the Borrower, the Guarantors or
      any of their respective Subsidiaries, or credited or allowed to a
      tenant, for, or in connection with, the Building pursuant to any Lease
      has been completed and paid for or provided for in a manner satisfactory
      to the Agent except as set forth in the separate written certification
      delivered to Agent prior to the acceptance of such Collateral Property
      as Collateral.  No material leasing, brokerage or like commissions, fees
      or payments are due from the Borrower,  the Guarantors or any of their
      respective Subsidiaries in respect of the Leases except as set forth in
      the separate written certification delivered to Agent prior to the
      acceptance of such Collateral Property as Collateral.
    

    
      
        

        

      

      
        
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      (m)                          Service
      Agreements; Management Agreements.  Except as listed on Schedule 6.20,
      there are no material service agreements relating to the operation and
      maintenance of such Collateral Property, or any portion thereof that are
      not cancelable at any time or upon thirty (30) days written
      notice.  There are no management agreements for such Collateral Property
      except for the management agreement described on Schedule 6.20
      hereto.  To the best knowledge of Borrower, there are no material claims
      or any bases for material claims in respect of such Collateral Property
      or its operation by any party to any service agreement or management
      agreement.
    

    
      (n)                          Other
      Material Real Property Agreements.  Except as listed on Schedule 6.23,
      or, subject to the approval of Agent in its reasonable discretion, as
      such schedule may be updated by Borrower from time to time in connection
      with including additional collateral as security for the Obligations as
      permitted pursuant to §5.5, there are no material agreements pertaining
      to such Collateral Property or the operation or maintenance of either
      thereof other than as described in this Agreement (including the
      Schedules hereto), PUD zoning documents, the Title Policies, the title
      commitments with respect to the Land delivered to Agent or otherwise
      disclosed in writing to the Agent by the Borrower; and, except as
      disclosed on Schedule 6.23 hereto, no person or entity has
      any right or option to acquire such Collateral Property thereon or any
      portion thereof or interest therein.
    

    
      §6.21              Loan
      Documents.  All of the representations and warranties made by or
      on behalf of the Borrower and the Guarantors in this Agreement and the
      other Loan Documents or any document or instrument delivered to the
      Agent or the Banks pursuant to or in connection with any of such Loan
      Documents are true and correct in all material respects, and neither the
      Borrower nor the Guarantors has failed to disclose such information as
      is necessary to make such representations and warranties not misleading.
    

    
      §6.22              [Intentionally
      Omitted.]  
    

    
      §6.23              Brokers.  None
      of the Borrower or the Guarantors has engaged or otherwise dealt with
      any broker, finder or similar entity in connection with this Agreement
      or the Loans contemplated hereunder.
    

    
      §6.24              Other
      Debt.  None of the Borrower or the Guarantors is in default of
      the payment of any Indebtedness or any other agreement, mortgage, deed
      of trust, security agreement, financing agreement, indenture or lease to
      which any of them is a party.  Neither the Borrower nor any Guarantor is
      a party to or bound by any agreement, instrument or indenture that may
      require the subordination in right or time or payment of any of the
      Obligations to any other indebtedness or obligation of the Borrower or
      such Guarantor.
    

    
      §6.25              Solvency.  As
      of the Closing Date and after giving effect to the transactions
      contemplated by this Agreement and the other Loan Documents, including
      all Loans made or to be made hereunder, neither the Borrower nor the
      Guarantors is insolvent on a balance sheet basis such that the sum of
      such Person’s assets exceeds the sum of such Person’s liabilities, such
      Person is able to pay its debts as they become due, and such Person has
      sufficient capital to carry on its business.
    

    
      
        

        

      

      
        
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      §6.26              Contribution
      Agreement.  The Borrower and the Guarantors have executed and
      delivered the Contribution Agreement, and the Contribution Agreement
      constitutes the valid and legally binding obligations of such parties
      enforceable against them in accordance with the terms and provisions
      thereof, except as enforceability is limited by bankruptcy, insolvency,
      reorganization, moratorium or other laws relating to or affecting
      generally the enforcement of creditors’ rights and except to the extent
      that availability of the remedy of specific performance or injunctive
      relief is subject to the discretion of the court before which any
      proceeding therefor may be brought.
    

    
      §6.27              No
      Fraudulent Intent.  Neither the execution and delivery of this
      Agreement or any of the other Loan Documents nor the performance of any
      actions required hereunder or thereunder is being undertaken by the
      Borrower or any Guarantor with or as a result of any actual intent by
      any of such Persons to hinder, delay or defraud any entity to which any
      of such Persons is now or will hereafter become indebted.
    

    
      §6.28              Transaction
      in Best Interests of Borrower; Consideration.  The transaction
      evidenced by this Agreement and the other Loan Documents is in the best
      interests of the Borrower, the Guarantors, and the creditors of such
      Persons.  The direct and indirect benefits to inure to the Borrower and
      the Guarantors pursuant to this Agreement and the other Loan Documents
      constitute substantially more than “reasonably equivalent value” (as
      such term is used in Section 548 of the Bankruptcy Code) and “valuable
      consideration,” “fair value,” and “fair consideration,” (as such terms
      are used in any applicable state fraudulent conveyance law), in exchange
      for the benefits to be provided by the Borrower and the Guarantors
      pursuant to this Agreement and the other Loan Documents, and but for the
      willingness of the Guarantors to guaranty the Loan, Borrower would be
      unable to obtain the financing contemplated hereunder which financing
      will enable the Borrower to have available financing to conduct and
      expand its business.
    

    
      §6.29              Ownership.  Borrower
      is the sole member of the Subsidiary Property Owners and owns 100% of
      the economic and Voting Interests of the Subsidiary Property Owners free
      and clear of all liens, restrictions, claims, pledges, encumbrances,
      charges or rights of third parties and rights of setoff or recoupment
      whatsoever other than those in favor of the Agent hereunder.  No Person
      other than the Agent has any option, right of first refusal, right of
      first offer or other right to acquire all or any portion of the
      Collateral.
    

    
      §6.30              Embargoed
      Persons.  None of the Borrower or the Guarantors are (and none
      of the Borrower or the Guarantors will be) a Person named on OFAC’s
      Specially Designated and Blocked Persons list) or under any statute,
      executive order (including the September 24, 2001 Executive Order
      Blocking Property and Prohibiting Transactions With Persons Who Commit,
      Threaten to Commit, or Support Terrorism), or other governmental action
      and is not and shall not engage in any dealings or transactions or
      otherwise be associated with such persons.  In addition, Borrower hereby
      agree to provide to the Banks any additional information that a Bank
      deems reasonably necessary from time to time in order to ensure
      compliance with all applicable laws concerning money laundering and
      similar activities.
    

    
      
        

        

      

      
        
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      §6.31              Organizational
      Agreements.  Attached hereto as Schedule 6.31
      is a true, accurate and complete list of all of the Organizational
      Agreements.  The Borrower has delivered to the Agent true, correct and
      complete copies of the Organizational Agreements, and none of the
      Organizational Agreements has been modified or amended in any respect
      except as set forth on Schedule 6.31.  Each of the
      Organizational Agreements has been duly authorized, executed and
      delivered by the parties thereto and is in full force and effect.
    

    
      §6.32              Restatement
      of Representations Set Forth in the Secured Credit Agreement.  The
      Borrower and the Trust restate and affirm each and every representation
      and warranty set forth in the Secured Credit Agreement as if the same
      were more fully set forth herein (except to the extent of changes
      resulting from transactions contemplated or permitted by the  Secured
      Credit Agreement and changes occurring in the ordinary course of
      business that singly or in the aggregate are not materially adverse, and
      except to the extent that such representations and warranties relate
      expressly to an earlier date).
    

    
      §7.      AFFIRMATIVE COVENANTS
      OF THE BORROWER AND THE GUARANTORS.
    

    
      The Guarantors and the Borrower covenant and agree that, so long as any
      Loan or Note is outstanding or any Bank has any obligation to make any
      Loans:
    

    
      §7.1               Punctual
      Payment.  The Borrower will duly and punctually pay or cause to
      be paid the principal and interest on the Loans and all interest and
      fees provided for in this Agreement, all in accordance with the terms of
      this Agreement and the Notes as well as all other sums owing pursuant to
      the Loan Documents.
    

    
      §7.2               Maintenance
      of Office.  The Borrower and the Guarantors will maintain their
      chief executive office at 31500 Northwestern Highway, Suite 300,
      Farmington Hills, Michigan, 48334, or at such other place in the United
      States of America as the Borrower or Guarantors shall designate upon
      prior written notice to the Agent and the Banks, where notices,
      presentations and demands to or upon the Borrower or Guarantors in
      respect of the Loan Documents may be given or made.
    

    
      §7.3               Records
      and Accounts.  The Borrower and the Guarantors will (a) keep
      true and accurate records and books of account in which full, true and
      correct entries will be made in accordance with GAAP and (b) maintain
      adequate accounts and reserves for all taxes (including income taxes),
      depreciation and amortization of its properties, contingencies and other
      reserves.  Neither the Borrower nor the Guarantors shall, without the
      prior written consent of the Majority Banks, (x) make any material
      changes to the accounting principles used by such Person in preparing
      the financial statements and other information described in §6.4 except
      as required by GAAP or (y) change its fiscal year.
    

    
      §7.4               Financial
      Statements, Certificates and Information.  The Borrower and the
      Guarantors will deliver or cause to be delivered to each of the Banks:
    

    
      (a)                          as soon as practicable, but in any event
      not later than one hundred (100) days after the end of each calendar
      year, the unaudited balance sheet of the Subsidiary Property Owners and
      the audited balance sheet of Borrower and the Trust, respectively, at
      the end of such year, and the related unaudited statements (as to the
      Subsidiary Property Owners) and audited statements as to Borrower and
      Trust of income, changes in shareholder’s equity and cash flows for such
      year, each setting forth in comparative form the figures for the
      previous fiscal year and all such statements to be in reasonable detail,
      prepared in accordance with GAAP, and accompanied as to the Subsidiary
      Property Owners by a certification by the principal financial or
      accounting officer of the Subsidiary Property Owners that the
      information contained in such statements fairly presents the financial
      position of the Subsidiary Property Owners as of such date, and as to
      Borrower and Trust by an auditor’s report prepared without qualification
      by a nationally recognized accounting firm, and any other information
      the Banks may need to complete a financial analysis of the Borrower and
      the Guarantors; provided, however, that unless otherwise
      requested by the Agent or the Majority Banks, the Borrower shall not be
      required to deliver the balance sheets, statements or other matters
      required by this §7.4(a) to the extent the same are incorporated in the
      balance sheets, statements and other matters delivered to the Banks by
      the Trust;
    

    
      
        

        

      

      
        
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      (b)                          as soon as practicable, but in any event
      not later than fifty-five (55) days after the end of each of the first
      three (3) calendar quarters of each year, copies of the unaudited
      balance sheet of the Borrower and the Guarantors, respectively, as at
      the end of such quarter, and the related unaudited statements of income,
      changes in shareholder’s equity and cash flows for the portion of the
      calendar year then elapsed, all in reasonable detail and prepared in
      accordance with GAAP, together with a certification by the principal
      financial or accounting officer of the Borrower and the Guarantors,
      respectively, that the information contained in such financial
      statements fairly presents the financial position of such Person on the
      date thereof (subject to year-end adjustments); provided, however,
      that unless otherwise requested by the Agent or the Majority Banks, the
      Borrower shall not be required to deliver the balance sheets, statements
      or other matters required by this §7.4(b) to the extent the same are
      incorporated in the balance sheets, statements and other matters
      delivered to the Banks by the Trust;
    

    
      (c)                          as soon as practicable, but in any event
      not later than fifty-five (55) days after the end of each of the
      calendar quarters, an updated Rent Roll and operating statements with
      respect to the Collateral Property, such statements and reports to be in
      a form reasonably satisfactory to Agent;
    

    
      (d)                          at such times the Total Development Costs
      do not equal or exceed $20,000,000.00, as soon as practicable, but in
      any event not later than the fifteen (15) days after the end of each
      calendar month, an updated certificate as to the Total Development Costs
      demonstrating Borrower’s compliance with the availability limitations
      set forth in §2.2;
    

    
      (e)                          at such times when there is an Aquia Joint
      Venture, as soon as practicable, but in any event not later than fifteen
      (15) days after the end of each calendar month, an updated certificate
      as to the Joint Venture Value demonstrating Borrower’s compliance with
      the availability limitations set forth in §2.2;
    

    
      (f)                          promptly after they are filed with the
      Internal Revenue Service, copies of all annual federal income tax
      returns and amendments thereto of the Borrower and the Guarantors; and
    

    
      (g)                          from time to time such other financial data
      and information in the possession of the Borrower or the Guarantors
      (including without limitation auditors’ management letters, property
      inspection and environmental reports and information as to zoning and
      other legal and regulatory changes affecting the Borrower, the
      Guarantors or their respective Subsidiaries) as the Agent may reasonably
      request.
    

    
      
        

        

      

      
        
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      Any material to be delivered pursuant to this §7.4 may be delivered
      electronically directly to Agent and the Banks provided that such
      material is in a format reasonably acceptable to Agent, and such
      material shall be deemed to have been delivered to Agent and the Banks
      upon Agent’s receipt thereof.  Upon the request of Agent, the Borrower
      and the Guarantors shall deliver paper copies thereof to Agent and the
      Banks.  The Borrower and the Guarantors authorize Agent and Arranger to
      disseminate any such materials through the use of Intralinks, SyndTrak
      or any other electronic information dissemination system, and the
      Borrower and the Guarantors release Agent and the Banks from any
      liability in connection therewith.
    

    
      §7.5               Notices.
    

    
      (a)                          Defaults.  The
      Borrower will promptly notify the Agent in writing of the occurrence of
      any Default or Event of Default.  If any Person shall give any notice or
      take any other action in respect of a claimed default (whether or not
      constituting an Event of Default) under this Agreement or under any
      note, evidence of indebtedness, indenture or other obligation to which
      or with respect to which the Borrower or the Guarantors is a party or
      obligor, whether as principal or surety, and such default would permit
      the holder of such note or obligation or other evidence of indebtedness
      to accelerate the maturity thereof, which acceleration would either
      cause a Default or Event of Default or would have a material adverse
      effect on the Borrower or any Guarantor, the Borrower shall forthwith
      give written notice thereof to the Agent and each of the Banks,
      describing the notice or action and the nature of the claimed default.
    

    
      (b)                          Environmental
      Events.  The Borrower will promptly give notice to the Agent (i)
      upon the Borrower obtaining knowledge of any potential or known Release
      of any Hazardous Substances at or from the Collateral Property; (ii) of
      any violation of any Environmental Law that the Borrower or the
      Guarantors reports in writing or is reportable by such Person in writing
      (or for which any written report supplemental to any oral report is
      made) to any federal, state or local environmental agency and (iii) upon
      becoming aware thereof, of any inquiry, proceeding, investigation, or
      other action, including a notice from any agency of potential
      environmental liability, of any federal, state or local environmental
      agency or board, that in either case involves the Collateral Property or
      has the potential to materially affect the assets, liabilities,
      financial conditions or operations of the Borrower or any Guarantor.
    

    
      (c)                          Notice
      of Litigation and Judgments.  The Borrower will give notice to the
      Agent in writing within fifteen (15) days of becoming aware of any
      litigation or proceedings threatened in writing or any pending
      litigation and proceedings affecting the Borrower or the Guarantors or
      to which the Borrower or the Guarantors is or is to become a party
      involving an uninsured claim against the Borrower or the Guarantors that
      could reasonably be expected to have a materially adverse effect on the
      Borrower or the Guarantors and stating the nature and status of such
      litigation or proceedings.  The Borrower will give notice to the Agent,
      in writing, in form and detail satisfactory to the Agent and each of the
      Banks, within ten (10) days of any judgment not covered by insurance,
      whether final or otherwise, against a Subsidiary Property Owner in an
      amount in excess of $1,000,000 or the Borrower or Trust in an amount in
      excess of $5,000,000.
    

    
      
        

        

      

      
        
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      (d)                          Notification
      of Banks.  Promptly after receiving any notice under this §7.5, the
      Agent will forward a copy thereof to each of the Banks, together with
      copies of any  certificates or other written information that
      accompanied such notice.
    

    
      §7.6               Existence;
      Maintenance of Property.  Borrower will do or cause to be done
      all things necessary to preserve and keep in full force and effect its
      legal existence.  Trust will do or cause to be done all things necessary
      to preserve and keep in full force and effect its respective legal
      existence.  Each Subsidiary Property Owner will do or cause to be done
      all things necessary to preserve and keep in full force and effect its
      legal existence.  Each Subsidiary Property Owner, the Borrower and the
      Trust will do or cause to be done all things necessary to preserve and
      keep in full force all of their respective rights and franchises.  The
      Borrower and the Guarantors will continue to engage primarily in the
      businesses now conducted by it and in related businesses.
    

    
      §7.7               Insurance.  With
      respect to the properties and businesses of the Subsidiary Property
      Owners, Borrower will procure and maintain or cause to be procured and
      maintained insurance with financially sound and reputable insurers
      against such casualties and contingencies as shall be in accordance with
      the general practices of businesses engaged in similar activities in
      similar geographic areas and in amounts, containing such terms, in such
      forms and for such periods as may be reasonable and prudent, including,
      without limitation, if there are any Buildings on the Land, “all risks”
      property insurance (including builder’s risk, broad form flood, broad
      form earthquake and comprehensive boiler and machinery coverages) on
      each Building on the Land and the contents therein of the Subsidiary
      Property Owners in an amount not less than one hundred percent (100%) of
      the full replacement cost of each such Building and the contents
      therein, with a replacement cost endorsement and an agreed amount
      endorsement, provided, however, that solely with respect to earthquake
      insurance, such coverage may be in an amount less than one hundred
      percent (100%) of the full replacement cost so long as such amount is
      commercially reasonable and in accordance with general practices of
      businesses engaged in similar activities in similar geographic
      areas.  Prior to commencement of any site work or vertical construction
      for any new phase of construction on the Collateral Property, Borrower
      shall furnish insurance certificates evidencing that insurance coverages
      with companies, coverage and in amounts reasonably satisfactory to Agent
      are in effect with respect to such new phase of construction on the
      Collateral Property.
    

    
      §7.8               Taxes.  The
      Borrower and the Guarantors will duly pay and discharge, or cause to be
      paid and discharged, before the same shall become overdue, all taxes,
      assessments and other governmental charges imposed upon it and upon the
      Collateral Property, sales and activities, or any part thereof, or upon
      the income or profits therefrom as well as all claims for labor,
      materials, or supplies that if unpaid might by law become a lien or
      charge upon any of its property; provided that any such tax,
      assessment, charge, levy or claim need not be paid if the validity or
      amount thereof shall currently be contested in good faith by appropriate
      proceedings and if the Borrower or the Guarantors shall have set aside
      on its books adequate reserves with respect thereto; and provided,
      further that forthwith upon the commencement of proceedings to
      foreclose any lien that may have attached as security therefor, the
      Borrower or such Guarantor either (i) will provide a bond issued by a
      surety reasonably acceptable to the Agent and sufficient to stay all
      such proceedings or (ii) if no such bond is provided, will pay each such
      tax, assessment, charge, levy or claim.
    

    
      
        

        

      

      
        
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      §7.9               Inspection
      of Properties and Books.  The Borrower and the Guarantors shall
      permit the Banks at such Bank’s expense to visit and inspect any of the
      properties of the Borrower or the Guarantors, and at the Borrower’s
      expense to examine the books of account of the Borrower or the
      Guarantors (and to make copies thereof and extracts therefrom) and to
      discuss the affairs, finances and accounts of the Borrower or the
      Guarantors with, and to be advised as to the same by, its officers, all
      at such reasonable times and intervals as the Agent or any Bank may
      reasonably request, provided that so long as no Default or Event
      of Default shall have occurred and be continuing, the Borrower shall not
      be required to pay for such examinations more often than once in any
      twelve (12) month period.  The Banks shall use good faith efforts to
      coordinate such visits and inspections so as to minimize the
      interference with and disruption to the Borrower’ normal business
      operations.
    

    
      §7.10              Compliance
      with Laws, Contracts, Licenses, and Permits.  The Borrower and
      the Guarantors will comply with (i) all applicable laws and regulations
      now or hereafter in effect wherever its business is conducted, including
      all Environmental Laws, (ii) the provisions of its corporate charter,
      limited liability company or operating agreement, partnership agreement
      or declaration of trust, as the case may be, and other charter documents
      and bylaws, (iii) all agreements and instruments to which it is a party
      or by which it or any of its properties may be bound, (iv) all
      applicable decrees, orders, and judgments, and (v) all licenses and
      permits required by applicable laws and regulations for the conduct of
      its business or the ownership, use or operation of its properties.  If
      at any time while any Loan or Note is outstanding or the Banks have any
      obligation to make Loans, any authorization, consent, approval, permit
      or license from any officer, agency or instrumentality of any government
      shall become necessary or required in order that the Borrower or the
      Guarantors may fulfill any of their respective obligations hereunder or
      under the other Loan Documents, the Borrower will immediately take or
      cause to be taken all steps necessary to obtain or cause such Guarantor
      to obtain such authorization, consent, approval, permit or license and
      furnish the Agent and the Banks with evidence thereof.
    

    
      §7.11              Use
      of Proceeds.  Subject to the terms, covenants and conditions set
      forth herein, the Borrower will use the proceeds of the Loans to the
      Borrower solely (a) to reimburse and finance the development by the
      Subsidiary Property Owners of the Collateral Property, (b) to pay
      closing costs, and (c) for general corporate purposes including working
      capital.
    

    
      §7.12              Further
      Assurances.  Each of the Borrower and Guarantors will cooperate
      with the Agent and the Banks and execute such further instruments and
      documents as the Banks or the Agent shall reasonably request to carry
      out to their satisfaction the transactions contemplated by this
      Agreement and the other Loan Documents.
    

    
      §7.13              Compliance.  The
      Borrower and the Guarantors shall operate their respective businesses in
      compliance with the terms and conditions of this Agreement and the other
      Loan Documents.
    

    
      §7.14              Management
      Agreements.  There shall not be any agreements entered into by
      Borrower or the Guarantors for the management of the Collateral Property
      without the prior written consent of Agent, such consent not to be
      unreasonably withheld or delayed.
    

    
      §7.15              Survey.  Not
      later than forty-five (45) days after Agent’s request, Borrower shall
      furnish to Agent a Survey reasonably satisfactory to Agent of the
      Collateral Property.
    

    
      
        

        

      

      
        
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      §7.16              Construction
      of Improvements.  Once commenced, any phase of construction on
      any Collateral Property shall be constructed and fully equipped in a
      good and workmanlike manner with materials of high quality, in
      substantial accordance with the plans and specifications and the Leases,
      and such construction and equipping for such phase will be prosecuted
      with due diligence and continuity until completion.
    

    
      §7.17              Interest
      Rate Contract(s).  The Borrower shall at all times from and
      after the date of this Agreement maintain in full force and effect, an
      Interest Rate Contract(s) in form and substance satisfactory to Agent in
      an amount necessary to ensure that the outstanding “Debt” (as
      hereinafter defined) of Borrower, the Guarantors and their respective
      Subsidiaries that is Variable Rate Debt does not exceed twenty-five
      percent (25%) of Consolidated Total Adjusted Asset Value of the
      Borrower.  The Interest Rate Contract(s) shall be provided by any Bank
      which is a party to the Secured Credit Agreement or a bank or other
      financial institution that has unsecured, uninsured and unguaranteed
      long-term debt which is rated at least A-3 by Moody’s Investor Service,
      Inc. or at least A- by Standard & Poor’s Corporation.  The Borrower
      shall upon the request of the Agent provide to the Agent evidence that
      the Interest Rate Contract(s) is in effect.  For the purposes of this
      §7.17, the term “Debt” shall mean any indebtedness of the Borrower, the
      Guarantors or any their respective Subsidiaries, whether or not
      contingent, and without duplication, in respect of (i) borrowed money
      evidenced by bonds, notes, debentures or similar instruments or (ii)
      indebtedness secured by any mortgage, pledge, lien, charge, encumbrance
      or any security interest existing on property owned by the Borrower, any
      Guarantor or any of their respective Subsidiaries, to the extent that
      any such items would appear as a liability on the balance sheet of the
      Borrower, the Guarantors or any of their respective Subsidiaries in
      accordance with GAAP, and also includes, to the extent not otherwise
      included, any obligation by the Borrower, the Guarantors or any of their
      respective Subsidiaries to be liable for, or to pay, as obligor,
      guarantor or otherwise (other than for purposes of collection in the
      ordinary course of business), indebtedness of another Person (other than
      the Borrower, any Guarantor or any of their respective Subsidiaries) (it
      being understood that Debt shall be deemed to be incurred by the
      Borrower, the Guarantors or any of their respective Subsidiaries
      whenever the Borrower, any Guarantor or any of their respective
      Subsidiaries shall create, assume, guarantee or otherwise become liable
      in respect thereof).
    

    
      §7.18              Joint
      Ventures.  If Borrower or Aquia has elected to transfer the
      Office Property, Residential Property or Hotel Property to a joint
      venture, then Borrower and Aquia shall make commercially reasonable
      efforts to cause the events in §5.2(c) to occur.  The Aquia Joint
      Venture shall be permitted to incur Indebtedness; provided, however, in
      the event that a pledge to Agent occurs as contemplated in §5.2(c)(i),
      then prior to any Aquia Joint Venture creating, incurring, or suffering
      to create or incur, any Indebtedness (other than the items set forth in
      §8.1(a) –(e)), Borrower and Aquia shall cause to be delivered to Agent
      an intercreditor agreement in form and substance reasonably satisfactory
      to Agent including reasonable customary provisions such as notices of
      defaults and permitting the pledge and foreclosure of equity interests
      in the Aquia Joint Venture.
    

    
      §7.19              [Intentionally
      Omitted.]
    

    
      §7.20              [Intentionally
      Omitted.]
    

    
      §7.21              Casualty.  In
      the event of any loss or damage to the Collateral Property in an amount
      in excess of $250,000.00, the respective Subsidiary Property Owner shall
      give prompt written notice to the insurance carrier and the Agent.  No
      Subsidiary Property Owner shall settle, adjust or compromise any claim
      under such insurance policies without the prior written consent of the
      Agent; provided, however, that such Subsidiary Property Owner may make
      proof of loss, settle, adjust or compromise any claim under such
      insurance policies which is of an amount less than $250,000.00 so long
      as no Default or Event of Default has occurred and is continuing.  Any
      proceeds of such claim shall be paid to the Agent and applied to the
      payment of the Obligations whether or not then due, less reasonable
      out-of-pocket expenses incurred in connection with the settlement,
      adjustment or compromise of such claim, and the Total Commitment shall
      immediately and permanently be reduced by an amount reasonably
      determined by Agent based on the extent of the casualty.
    

    
      
        

        

      

      
        
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      §7.22              Condemnation.  In
      the event that all or any portion of the Collateral Property shall be
      damaged or taken through condemnation (which term shall include any
      damage or taking by any governmental authority, quasi-governmental
      authority, any party having the power of condemnation, or any transfer
      by private sale in lieu thereof), or any such condemnation shall be
      threatened, which condemnation results in damage or taking or threat of
      taking in amount in excess of $250,000.00 the Borrower shall give prompt
      written notice to the Agent.  No Subsidiary Property Owner shall settle
      or compromise any claim, action or proceeding relating to such damage or
      condemnation without the prior written consent of the Agent; provided
      that such Subsidiary Property Owner may make proof of loss and settle or
      compromise any such claim, action or proceeding which is of an amount
      less than $250,000.00 so long as no Default or Event of Default has
      occurred and is continuing.  Any proceeds, award or damages from such
      damage or condemnation shall be paid to the Agent and applied to the
      payment of the Obligations whether or not then due less reasonable
      out-of-pocket expenses incurred in connection with the settlement or
      compromise of such claim, action or proceeding, and the Total Commitment
      shall immediately and permanently be reduced by an amount reasonably
      determined by Agent based on the extent of the condemnation.
    

    
      §7.23              Subsidiary
      Property Owners to Comply With Organizational Agreements.  Each
      Subsidiary Property Owner shall conduct its business in full compliance
      with and to not violate the terms and conditions of the Organizational
      Agreements in any material respects, shall do all things necessary to
      observe corporate limited liability company formalities, and to preserve
      its existence, and no Subsidiary Property Owner will amend, modify or
      otherwise change any of its Organizational Agreements without the prior
      written consent of the Agent, except as may be permitted pursuant to
      §8.13.  Each Subsidiary Property Owner shall perform all of its duties,
      responsibilities and obligations under the Organizational Agreements.
    

    
      §7.24              Compliance
      with Covenants in Secured Credit Agreement.  The Borrower and
      the Trust agree to perform and comply with each and every covenant,
      whether affirmative or negative, of the Borrower and the Trust set forth
      in the Secured Credit Agreement and the other “Loan Documents” (as
      defined in the Secured Credit Agreement) as if the same were more fully
      set forth herein.  In the event that the Secured Credit Agreement shall
      terminate or otherwise be of no force or effect, then the obligation of
      the Borrower and the Trust hereunder to perform each and every covenant
      therein and to restate and reaffirm every representation and warranty
      therein shall survive notwithstanding such termination.  The Borrower
      and the Trust shall furnish to Agent each of the financial statements,
      reports, compliance certificates and other items and information
      required under Article 7 of the Secured Credit Agreement to be delivered
      to the “Agent” or the “Banks” thereunder, in the form and on the dates
      required by the Secured Credit Agreement to be delivered to the “Agent”
      or the “Banks” for so long as this Agreement is in effect; provided that
      the delivery of such items to the Banks as “Banks” and the “Agent” under
      the Secured Credit Agreement shall satisfy the foregoing
      requirement.  Upon the request of Agent, the Borrower and Guarantors
      shall enter into such amendments to the Loan Documents as Agent may
      reasonably request to incorporate some or all of the representatives,
      warranties and covenants of the Secured Credit Agreement into the Loan
      Documents.
    

    
      
        

        

      

      
        
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      §8.      CERTAIN NEGATIVE
      COVENANTS OF THE BORROWER AND THE GUARANTORS.
    

    
      The Borrower and the Guarantors, jointly and severally, covenant and
      agree that, so long as any Loan or Note is outstanding or any of the
      Banks has any obligation to make any Loans:
    

    
      §8.1               Restrictions
      on Indebtedness.  No Subsidiary Property Owner will create,
      incur, assume, guarantee or be or remain liable, contingently or
      otherwise, with respect to any Indebtedness other than:
    

    
      (a)                          Indebtedness to the Banks arising under any
      of the Loan Documents;
    

    
      (b)                          current liabilities of such Subsidiary
      Property Owner incurred in the ordinary course of business but not
      incurred through (i) the borrowing of money, or (ii) the obtaining of
      credit except for credit on an open account basis customarily extended
      and in fact extended in connection with normal purchases of goods and
      services;
    

    
      (c)                          Indebtedness in respect of taxes,
      assessments, governmental charges or levies and claims for labor,
      materials and supplies to the extent that payment therefor shall not at
      the time be required to be made in accordance with the provisions of
      §7.8;
    

    
      (d)                          Indebtedness in respect of judgments or
      awards the existence of which does not create an Event of Default;
    

    
      (e)                          endorsements for collection, deposit or
      negotiation and warranties of products or services, in each case
      incurred in the ordinary course of business;
    

    
      (f)                          the Subsidiary Subordinate Debt, which,
      prior to the making by Borrower of any such loan to Aquia that would
      constitute Subsidiary Subordinate Debt, (i) is subordinated to
      the repayment of the Obligations pursuant to a Subsidiary Subordination
      and Standstill Agreement in form and substance satisfactory to Agent,
      and (ii) Borrower has delivered to Agent any note or other document or
      instrument which evidences, constitutes, guarantees or secures any of
      the Subsidiary Subordinate Debt or any right to receive payments
      relating to the Subsidiary Subordinate Debt, which notes and other
      instruments shall be accompanied by such endorsement and assignment as
      Agent may reasonably require to transfer title to Agent;
    

    
      (g)                          Indebtedness in respect of reverse
      repurchase agreements having a term of not more than 180 days with
      respect to Investments described in §8.3(d) or (e); and
    

    
      (h)                          Indebtedness in respect of purchase money
      financing for equipment, computers and vehicles acquired in the ordinary
      course of such Subsidiary Property Owner’s business not exceeding
      $250,000.00.
    

    
      
        

        

      

      
        
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      §8.2               Restrictions
      on Liens Etc.  No Subsidiary Property Owner shall (a)
      create or incur or suffer to be created or incurred or to exist any
      lien, encumbrance, mortgage, pledge, charge, restriction or other
      security interest of any kind upon any of its property or assets of any
      character whether now owned or hereafter acquired, or upon the income or
      profits therefrom; (b) transfer any of its property or assets or the
      income or profits therefrom for the purpose of subjecting the same to
      the payment of Indebtedness or performance of any other obligation in
      priority to payment of its general creditors; (c) acquire, or agree or
      have an option to acquire, any property or assets upon conditional sale
      or other title retention or purchase money security agreement, device or
      arrangement; (d) suffer to exist for a period of more than thirty (30)
      days after the same shall have been incurred any Indebtedness or claim
      or demand against it that if unpaid might by law or upon bankruptcy or
      insolvency, or otherwise, be given any priority whatsoever over its
      general creditors; (e) sell, assign, pledge or otherwise transfer any
      accounts, contract rights, general intangibles, chattel paper or
      instruments, with or without recourse; or (f) incur or maintain any
      obligation which prohibits the creation or maintenance of any lien
      securing the Obligations (collectively, “Liens”); provided
      that each Subsidiary Property Owner may create or incur or suffer to be
      created or incurred or to exist:
    

    
      (a)                          liens on properties to secure taxes,
      assessments and other governmental charges or claims for labor, material
      or supplies in respect of obligations not overdue or which are being
      contested as permitted by §7.8;
    

    
      (b)                          deposits or pledges made in connection
      with, or to secure payment of, workers’ compensation, unemployment
      insurance, old age pensions or other social security obligations;
    

    
      (c)                          liens on properties other than (i) the
      Collateral Property or any interest therein (including the rents, issues
      and profits therefrom), (ii) any of the Collateral, or (iii) any
      interest of Borrower in such Subsidiary Property Owner, in respect of
      judgments, awards or indebtedness, the Indebtedness with respect to
      which is permitted by §8.1(d);
    

    
      (d)                          encumbrances on properties consisting of
      easements, rights of way, zoning restrictions, restrictions on the use
      of real property and defects and irregularities in the title thereto,
      licenses (including for the performance of due diligence by purchasers
      of the Land), and other minor non-monetary liens or encumbrances none of
      which interferes materially with the use of the property affected in the
      ordinary conduct of the business of such Subsidiary Property Owner,
      which encumbrances, liens or defects do not individually or in the
      aggregate have a materially adverse effect on the use or value of such
      property or on the business of such Subsidiary Property Owner and do not
      make title to such property unmarketable by the conveyancing standards
      in effect where such property is located; and
    

    
      (e)                          liens in favor of the Agent and the Banks
      under the Loan Documents.
    

    
      §8.3               Restrictions
      on Investments.  No Subsidiary Property Owner will make or
      permit to exist or to remain outstanding any Investment except
      Investments in:
    

    
      (a)                          marketable direct or guaranteed obligations
      of the United States of America that mature within one (1) year from the
      date of purchase by the Borrower, Trust or their Subsidiaries;
    

    
      
        

        

      

      
        
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      (b)                          marketable direct obligations of any of the
      following: Federal Home Loan Mortgage Corporation, Student Loan
      Marketing Association, Federal Home Loan Banks, Federal National
      Mortgage Association, Government National Mortgage Association, Bank for
      Cooperatives, Federal Intermediate Credit Banks, Federal Financing
      Banks, Export-Import Bank of the United States, Federal Land Banks, or
      any other agency or instrumentality of the United States of America;
    

    
      (c)                          demand deposits, certificates of deposit,
      bankers acceptances and time deposits of United States banks having
      total assets in excess of $100,000,000; provided, however,
      that the aggregate amount at any time so invested with any single bank
      having total assets of less than $1,000,000,000 will not exceed $200,000;
    

    
      (d)                          [Intentionally Omitted];
    

    
      (e)                          [Intentionally Omitted];
    

    
      (f)                          repurchase agreements having a term not
      greater than ninety (90) days and fully secured by securities described
      in the foregoing subsection (a), (b) or (e) with banks described in the
      foregoing subsection (c) or with financial institutions or other
      corporations having total assets in excess of $500,000,000;
    

    
      (g)                          shares of so-called “money market funds”
      registered with the SEC under the Investment Company Act of 1940 which
      maintain a level per-share value, invest principally in investments
      described in the foregoing subsections (a) through (f) and have total
      assets in excess of $50,000,000;
    

    
      (h)                          the Collateral Property;
    

    
      (i)                          any loans to tenants under the Leases for
      tenant improvements that are provided in the ordinary course of
      business; and
    

    
      §8.4               Merger,
      Consolidation.  Neither the Borrower nor the Guarantors will
      become a party to any merger, consolidation or other business
      combination or disposition of all or substantially all of its assets
      except the merger or consolidation of one or more of the Subsidiaries
      (other than any Subsidiary Property Owner) of the Borrower with and into
      the Borrower.
    

    
      §8.5               Conduct
      of Business.  No Subsidiary Property Owner will conduct any of
      its business operations other than through such Subsidiary Property
      Owner.  No reorganizations, spin-offs or new business lines of any
      Subsidiary Property Owner shall be established or occur without the
      prior written consent of the Majority Banks, except as permitted under
      §5.2.
    

    
      §8.6               Compliance
      with Environmental Laws.  Neither the Borrower nor the
      Guarantors will do any of the following:  (a) use any of the Collateral
      Property or any portion thereof as a facility for the handling,
      processing, storage or disposal of Hazardous Substances, except for such
      quantities of Hazardous Substances as are appropriate for a retail
      shopping center mixed use project (retail [including entertainment and
      health clubs], office, hospitality and residential only) and used in the
      ordinary course of business and in compliance in all material respects
      with all applicable Environmental Laws, (b) cause or permit to be
      located on the Collateral Property any underground tank or other
      underground storage receptacle for Hazardous Substances except in
      material compliance with Environmental Laws, (c) generate any Hazardous
      Substances on the Collateral Property except in material compliance with
      Environmental Laws, (d) conduct any activity at the Collateral Property
      or use the Collateral Property in any manner so as to cause a Release of
      Hazardous Substances on, upon or into the Collateral Property or any
      surrounding properties or any threatened Release of Hazardous Substances
      in any material amount which might give rise to liability under CERCLA
      or any other Environmental Law, or (e) directly or indirectly transport
      or arrange for the transport of any Hazardous Substances (except in
      material compliance with all Environmental Laws).
    

    
      
        

        

      

      
        
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      Each Subsidiary Property Owner shall:
    

    
      (i)                                    in the event of any change in
      Environmental Laws governing the assessment, release or removal of
      Hazardous Substances, which change would lead a prudent lender to
      require additional testing to avail itself of any statutory insurance or
      limited liability, take all action (including, without limitation, the
      conducting of engineering tests at the sole expense of the Borrower) to
      confirm that no Hazardous Substances are or ever were Released or
      disposed of on the Collateral Property; and
    

    
      (ii)                                   if any Release or disposal of
      Hazardous Substances shall occur or shall have occurred on the
      Collateral Property (including without limitation any such Release or
      disposal occurring prior to the acquisition of the Collateral Property
      by such Subsidiary Property Owner), cause the prompt containment and
      removal of such Hazardous Substances and remediation of the Collateral
      Property to the extent required by and in full compliance with all
      applicable laws and regulations and to the reasonable satisfaction of
      the Majority Banks; provided, that the Borrower and the
      Guarantors shall be deemed to be in compliance with Environmental Laws
      for the purpose of this clause (ii) so long as it or a responsible third
      party with sufficient financial resources is taking reasonable action to
      remediate or manage any event of noncompliance to the reasonable
      satisfaction of the Majority Banks and no action shall have been
      commenced by any enforcement agency.  The Majority Banks may engage
      their own environmental consultant to review the environmental
      assessments and the Borrower’s and Guarantor’s compliance with the
      covenants contained herein.
    

    
      At any time after an Event of Default shall have occurred hereunder, or,
      whether or not an Event of Default shall have occurred, at any time that
      the Agent or the Majority Banks shall have reasonable grounds to believe
      that a Release or threatened Release of Hazardous Substances may have
      occurred, relating to the Collateral Property, or that the Collateral
      Property is not in compliance with the Environmental Laws, the Agent may
      at its election (and will at the request of the Majority Banks) obtain
      such environmental assessments of the Collateral Property prepared by an
      Environmental Engineer as may be necessary or advisable for the purpose
      of evaluating or confirming (i) whether any Hazardous Substances are
      present in the soil or water at or adjacent to the Collateral Property
      and (ii) whether the use and operation of the Collateral Property comply
      with all Environmental Laws.  Environmental assessments may include
      detailed visual inspections of the Collateral Property including,
      without limitation, any and all storage areas, storage tanks, drains,
      dry wells and leaching areas, and the taking of soil samples, as well as
      such other investigations or analyses as are necessary or appropriate
      for a complete determination of the compliance of the Collateral
      Property and the use and operation thereof with all applicable
      Environmental Laws.  All such environmental assessments shall be at the
      sole cost and expense of the Borrower.
    

    
      
        

        

      

      
        
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      §8.7               Distributions.  Neither
      the Borrower nor the Trust shall make any Distributions which would
      cause it to violate any of the following covenants:
    

    
      (a)                          In the event that a High Leverage Condition
      exists (or would arise as a result of a Distribution), neither Borrower
      nor the Trust shall make any Distribution if such Distribution is in
      excess of the amount which, when added to the amount of all other
      Distributions paid in the same fiscal quarter and the preceding three
      (3) fiscal quarters would exceed the lesser of (i) an amount equivalent
      to 0.9252 cents per share of common stock of the Trust or (ii)
      ninety-five percent (95%) of their respective Funds from Operations for
      the four (4) consecutive fiscal quarters ending prior to the quarter in
      which such Distribution is paid.
    

    
      (b)                          In the event that a Target Leverage
      Condition exists, the Borrower and the Trust shall not make any
      Distribution if such Distribution is in excess of the amount which, when
      added to the amount of all other Distributions paid in the same fiscal
      quarter and the preceding three (3) fiscal quarters would exceed
      ninety-five percent (95%) of their respective Funds from Operations for
      the four (4) consecutive fiscal quarters ending prior to the quarter in
      which such Distribution is paid; provided, however, notwithstanding the
      foregoing in this §8.7(b), Borrower and the Trust may, subject to the
      limitations set forth in this Agreement (including specifically, but
      without limitation, those contained in §8.7(b)) redeem existing
      Preferred Equity with proceeds from an issuance of common equity or
      Preferred Equity of the Borrower or the Trust so long as (i) no Event of
      Default shall have occurred and be continuing on the date of any such
      repurchase and (ii) no Default or Event of Default shall occur as a
      result of any such repurchase.  Notwithstanding the foregoing, the
      Borrower may pay a Distribution to its partners of sums received by it
      pursuant to the Tax Indemnity Agreement.
    

    
      (c)                          In the event that an Event of Default shall
      have occurred and be continuing, neither the Borrower nor the Trust
      shall make any Distributions other than the minimum Distributions by the
      Borrower to the Trust and by the Trust required under the Code to
      maintain the REIT Status of the Trust, as evidenced by a certification
      of the principal financial or accounting officer of the Trust containing
      calculations in reasonable detail satisfactory in form and substance to
      Agent; provided, however, that neither Borrower nor the Trust shall be
      entitled to make any Distributions in connection with the repurchase of
      common or preferred stock of the Trust at any time after an Event of
      Default shall have occurred and be continuing.
    

    
      (d)                          Notwithstanding the foregoing, at any time
      when an Event of Default shall have occurred and be continuing and the
      maturity of the Obligations has been accelerated, neither the Borrower
      nor the Trust shall make any Distributions whatsoever, directly or
      indirectly.
    

    
      §8.8               Subsidiary
      Subordinate Debt.  Provided no Event of Default has occurred and
      is continuing, and the maturity of the Obligations has not been
      accelerated, Aquia, or any Subsidiary Property Owner which Agent
      approves in writing to incur Subsidiary Subordinate Debt, shall be
      permitted to pay only accrued but unpaid interest on the Subsidiary
      Subordinate Debt.  Without the prior written consent of the Agent, which
      consent may be withheld by the Agent in its sole and absolute
      discretion, neither the Borrower, Aquia nor any Subsidiary Property
      Owner which Agent approves in writing to incur Subsidiary Subordinate
      Debt shall (i) modify or amend the Subsidiary Subordinate Debt, (ii)
      prepay, amortize, purchase, retire, redeem or otherwise acquire the
      Subsidiary Subordinate Debt, or (iii) make any payments on the
      Subsidiary Subordinate Debt at any time when an Event of Default shall
      have occurred and be continuing or when the maturity of the Obligations
      has been accelerated.  Notwithstanding the foregoing, in the event that
      the Borrower prepays a portion of the Loan pursuant to the terms of
      Section 5.2(j) hereof, then Aquia shall have the right to simultaneously
      pay a portion of the principal owing under Subsidiary Subordinate Debt,
      but in no event more than the amount of the prepayment being
      simultaneously made under Section 5.2(j).
    

    
      
        

        

      

      
        
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      §8.9               Development
      Activity.  Neither the Borrower, the Trust nor any of their
      respective Subsidiaries shall engage, directly or indirectly, in any
      development except as expressly provided in this §8.9 and subject to the
      terms of §8.10.  The Borrower, the Trust or any of their respective
      Subsidiaries may engage, either directly or, in the case of the
      Borrower, through any Subsidiary or Unconsolidated Affiliate of the
      Borrower, an Investment in which is permitted under §8.15, in the
      development of property to be used principally for retail shopping
      centers or a use ancillary thereto (except for the development commonly
      known as Aquia Towne Center) which at any time has a total cost
      (including acquisition, construction and other costs), whether such
      total costs are incurred directly by the Borrower, the Trust or such
      Subsidiary or through an Investment in an Unconsolidated Affiliate
      permitted under §8.15, individually for each development project that is
      not in excess of ten percent (10%) of the Consolidated Total Adjusted
      Asset Value of the Borrower, and in the aggregate for all development
      projects that is not in excess of fifteen percent (15%) of the
      Consolidated Total Adjusted Asset Value of the Borrower, without the
      prior written consent of the Majority Banks.  For the purposes of
      calculating the cost of developments by Subsidiaries or Unconsolidated
      Affiliates, the cost of such developments shall be based upon the
      Borrower’s interest in such Subsidiaries or Unconsolidated
      Affiliates.  For purposes of this §8.9, the term “total cost” shall not
      include (x) costs specifically reimbursable by tenants or shadow anchors
      (other than through rent or a gross up of rent), (y) capitalized general
      and administrative expenses, or (z) operating expenses and interest to
      the extent of operating income received from the applicable development
      property, and the term “development” shall include the new construction
      of a shopping center complex or the substantial renovation of
      improvements to real property which materially change the character or
      size thereof, but shall not include the addition of amenities or other
      related facilities to existing Real Estate which is already used
      principally for shopping centers; provided, however, that the term
      “development” shall not include demolition of existing structures
      performed by Borrower or the addition of an anchor store to an existing
      shopping center project provided that the construction of such
      improvements is performed by the tenant, and the Borrower (or any
      Subsidiary or Unconsolidated Affiliate thereof), the Trust or its
      respective Subsidiary, as applicable, is only obligated to reimburse
      such tenant for a fixed amount with respect to the cost of such
      construction upon completion of such construction by such tenant.  The
      Borrower and the Trust each acknowledges that the decision of the
      Majority Banks to grant or withhold such consent shall be based on such
      factors as the Majority Banks deem relevant in their sole discretion,
      including without limitation, evidence of sufficient funds both from
      borrowings and equity to complete such development and evidence that the
      Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the
      Trust or either of its Subsidiaries has the resources and expertise
      necessary to complete such project.  Nothing herein shall prohibit the
      Borrower, the Trust or any of their respective Subsidiaries thereof from
      entering into an agreement to acquire Real Estate which has been
      developed and initially leased by another Person.  Neither the Borrower
      (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust nor
      any Subsidiary thereof shall acquire or hold any number of undeveloped
      parcels of Real Estate which in the aggregate exceed five percent (5%)
      of the Consolidated Total Adjusted Asset Value of the Borrower without
      the prior written consent of the Majority Banks, provided that the
      acquisition or holding of any outlots or property adjacent to any Real
      Estate owned by the Borrower (or any Subsidiary or Unconsolidated
      Affiliate thereof), the Trust or any Subsidiary thereof shall not be
      deemed to be an undeveloped parcel of Real Estate for this purpose and
      options and purchase agreements to acquire any property shall not be
      deemed an acquisition or holding of such property.  Further, any new
      development project permitted under the terms of this §8.9 engaged in by
      the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof),
      the Trust or any Subsidiary thereof, before any vertical construction
      commences on any phase of such project, shall be either (i) at least
      fifty percent (50%) pre-leased (based on the gross leasable area of the
      improvements to the development, or the phase of the development project
      being developed if the Borrower submits and the Agent agrees that the
      development consists of more than one (1) phase, excluding outlots),
      including all anchors in such phase (it being agreed that Borrower shall
      receive a credit against such occupancy requirement for any space to be
      occupied by an anchor that has been conveyed to such anchor), or under a
      purchase agreement to sell and all construction bids shall be in place,
      and any such development shall continue to be deemed an undeveloped
      parcel until such time as construction commences, or (ii) sufficiently
      pre-leased such that based on such leases the gross income from such
      leases upon completion of such project shall equal or exceed projected
      operating expenses (including reserves for expenses not paid on a
      monthly basis).  For purposes of this §8.9, property shall be deemed to
      be in development at all times that it is Under Development.
    

    
      
        

        

      

      
        
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      §8.10              Restrictions
      on New Development Activity and New Redevelopment Activity.  
    

    
      (a)                          In the event that a High Leverage Condition
      exists, neither the Borrower, the Trust nor any of their respective
      Subsidiaries shall engage, directly or indirectly (including through
      other Investments), in any New Redevelopment Activity without Agent’s
      prior written consent unless Borrower certifies (and provides any
      back-up documentation reasonably required by Agent) to Agent that (i)
      Borrower has sufficient capital through committed equity, third party
      debt or funds directly available to Borrower, Trust or their respective
      Subsidiaries (other than from the Liquidity described in clause (ii)
      below) to complete such New Redevelopment Activity on a timely basis,
      and (ii) Borrower maintains Liquidity of not less than $8,000,000.00
      beyond the Total Construction Costs reasonably estimated by Borrower to
      complete all such New Redevelopment Activity in the aggregate; provided,
      however, that no written consent from Agent or certificate from Borrower
      to Agent shall be required (x) in the event that the Total Construction
      Costs estimated by Borrower to complete such individual New
      Redevelopment Activity do not exceed $3,000,000.00 at such time as site
      work or vertical construction for the New Redevelopment Activity is
      commenced, or (y) in the event that the terms of any joint venture
      agreement in effect as of the date of this Agreement require the New
      Redevelopment Activity to occur without the prior approval by Borrower
      or its Subsidiaries, or would force a liquidation of the joint venture
      or a sale of the property if such approval is not given.
    

    
      (b)                          In the event that a High Leverage Condition
      exists, neither the Borrower, the Trust nor any of their respective
      Subsidiaries shall engage, directly or indirectly (including through
      other Investments) in any New Development Activity except to the extent
      that the terms of any joint venture agreement in effect as of the date
      of this Agreement requires a New Development Activity to occur without
      the prior approval by Borrower or its Subsidiaries, or would force a
      liquidation of the joint venture or a sale of property if such approval
      is not given.  Agent and the Banks acknowledge and agree that that
      projects described on Schedule 8.10 hereto shall not constitute
      New Development Activity.
    

    
      
        

        

      

      
        
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      (c)                          In the event that a Target Leverage
      Condition exists, Borrower, the Trust and their Subsidiaries may pursue
      New Redevelopment Activity and New Development Activity subject to the
      limitations in §8.9.
    

    
      (d)                          The terms of this §8.10 shall not limit the
      terms of §8.9.
    

    
      §8.11              Additional
      Restrictions Concerning the Collateral Property.  Subject to the
      terms of §3.2 and §5.2 of this Agreement and except as provided therein
      and except for Permitted Liens, no Subsidiary Property Owner will,
      without the prior written consent of the Agent in each instance,
      directly or indirectly: (i) sell, convey, assign, transfer, lease,
      contribute, option, mortgage, pledge, encumber, charge, hypothecate or
      dispose of any Collateral Property or any part thereof or interest
      therein; or any income or profits therefrom, or any other accounts,
      contract rights, general intangibles, instruments, chattel paper or
      other assets or claims, whether now owned or hereafter acquired; or (ii)
      create or suffer to be created or to exist any lien, encumbrance,
      security interest, mortgage, pledge, restriction, attachment or other
      charge of any kind upon, or any levy, seizure, attachment or foreclosure
      of, the Collateral Property or any part thereof or interest therein, or
      any income or profit therefrom, or any other accounts, contract rights,
      general intangibles, instruments, chattel paper or other assets or
      claims, whether now owned or hereafter acquired.  For the purposes of
      this paragraph, the sale, conveyance, transfer, disposition, alienation,
      hypothecation or encumbering of all or any portion of any interest in
      any Subsidiary Property Owner or the creation or addition of a new
      shareholder or other owner of any interest in any Subsidiary Property
      Owner shall be deemed to be a transfer of an interest in a Collateral
      Property.  Notwithstanding the foregoing, the Subsidiary Property Owners
      may enter into leases, or amend or terminate existing leases, in the
      ordinary course of business.  Notwithstanding the foregoing, in the
      event that Aquia desires to enter into any cross easements or
      condominium declarations with respect to the development of Aquia Towne
      Center, any such agreements shall be subject to the review and approval
      of Agent, which approval shall not be unreasonably withheld, conditioned
      or delayed.
    

    
      §8.12              Additional
      Covenants with Respect to Indebtedness, Operations, Fundamental Changes.  Notwithstanding
      anything in this Agreement to the contrary, each Subsidiary Property
      Owner represents, warrants and covenants as of the date hereof and until
      such time as the Obligations are paid in full that such Subsidiary
      Property Owner:
    

    
      (a)                          does not own and will not own any asset
      other than the Collateral Property or Joint Venture Interests acquired
      as the result of an arms-length transaction with a third party other
      than an Affiliate, and such incidental personal property as such
      Subsidiary Property Owner considers necessary, advisable, convenient or
      appropriate in connection with the ownership of such assets;
    

    
      (b)                          is not engaged and will not engage in any
      business other than the ownership and operation and sale of its assets
      described in 8.12(a);
    

    
      
        

        

      

      
        
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      (c)                          does not and will not have any Subsidiaries
      (whether the same would constitute an entity that could be consolidated
      on such Subsidiary Property Owner’s financial statements or a minority
      interest);
    

    
      (d)                          will not enter into any contract or
      agreement with any partner, member, shareholder, principal or affiliate
      of such Subsidiary Property Owner or any affiliate of any such partner,
      member, shareholder, principal or affiliate, except upon terms and
      conditions that are intrinsically fair and substantially similar to
      those that would be available on an arms-length basis with third parties
      other than an affiliate (provided that the foregoing shall not prohibit
      the execution of the agreements described on Schedule 6.23 hereto
      or performance thereunder);
    

    
      (e)                          has no other Indebtedness and will not
      incur any Indebtedness, other than Indebtedness permitted pursuant to
      §8.1;
    

    
      (f)                          will not make any loans or advances to any
      third party other than any loans to tenants under the Leases for tenant
      improvements that are provided in the ordinary course of business;
    

    
      (g)                          is and will remain solvent and pay its
      debts and liabilities (including, without limitation, employment and
      overhead expenses) from its own assets as the same shall become due;
    

    
      (h)                          has done or caused to be done and will do
      all things necessary to observe limited liability company, partnership
      or corporate formalities, as applicable, and to preserve its existence,
      and will not, nor will any member thereof amend, modify or otherwise
      change its organizational documents in a manner which adversely affects
      such Subsidiary Property Owner’s existence as a single purpose entity;
    

    
      (i)                          will conduct and operate its business as
      presently conducted and operated;
    

    
      (j)                          will maintain books and records and bank
      accounts (if any) separate from those of its affiliates, including its
      members;
    

    
      (k)                          will be, and at all times will hold itself
      out to the public as, a legal entity separate and distinct from any
      other entity (including any affiliate thereof, including any partner,
      member, shareholder or any affiliate of any partner, member or
      shareholder of such Subsidiary Property Owner);
    

    
      (l)                          will maintain adequate capital for the
      normal obligations reasonably foreseeable in a business of its size and
      character and in light of its contemplated business operations;
    

    
      (m)                          will not, nor shall any member, partner,
      shareholder or affiliate, seek the dissolution or winding up, in whole
      or in part, of such Subsidiary Property Owner;
    

    
      (n)                          will not enter into any transaction of
      merger, consolidation or other business combination, or acquire by
      purchase or otherwise all or substantially all of the business or assets
      of, or any stock or beneficial ownership of, such Subsidiary Property
      Owner;
    

    
      
        

        

      

      
        
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      (o)                          will not commingle the funds and other
      assets of such Subsidiary Property Owner with those of any partner,
      member, shareholder, any affiliate or any other Person;
    

    
      (p)                          has and will maintain its assets in such a
      manner that it is not costly or difficult to segregate, ascertain or
      identify its individual assets from those of any affiliate or any other
      Person;
    

    
      (q)                          does not and will not hold itself out to be
      responsible for the debts or obligations of any other Person other than
      to guaranty the Obligations of Borrower under the Loan Documents; and
    

    
      (r)                          shall comply with the provisions of the
      Organizational Agreements.
    

    
      §8.13              Modification
      of Organizational Agreements and other Key Documents.  No
      Subsidiary Property Owner shall modify, amend, cancel, release,
      surrender or terminate any of the Organizational Agreements, or
      dissolve, liquidate, redeem, cancel, wind-up or permit the dissolution,
      liquidation, redemption, cancellation, winding-up or expiration of such
      Subsidiary Property Owner, or any of the Organizational Agreements, or
      seek or permit the partition of any of the assets of such Subsidiary
      Property Owner, without in each instance the prior written consent of
      the Agent, which consent may be withheld by the Agent in its sole and
      absolute discretion.  Notwithstanding the foregoing, however, Agent
      shall not unreasonably withhold its consent to any modification or
      amendment of the Organizational Agreements which does not affect or have
      an impact on (a) the management of such Subsidiary Property Owner,
      (b) any voting rights, (c) the rights to receive distributions, (d) any
      provisions of the Organizational Agreements concerning actions that such
      Subsidiary Property Owner is either authorized to do or that are ultra
      vires, or (e) otherwise materially affect such Subsidiary Property Owner
      or the rights and benefits afforded to the Agent and the Banks pursuant
      to this Agreement and the other Loan Documents.
    

    
      §8.14              Trust
      Preferred Equity and Subordinated Debt.  The Borrower and the
      Trust shall not permit the Trust Preferred Equity and Subordinated Debt
      to exceed in the aggregate $150,000,000 (provided that to the extent any
      such Trust Preferred Equity and Subordinated Debt exceeds such limit,
      such excess shall be considered Indebtedness for the purposes of this
      Agreement).  The Borrower and the Trust will not make or permit any
      amendment or modification to the indenture, note or other agreements
      evidencing or governing any Trust Preferred Equity or Subordinated Debt
      without Agent’s prior written approval, or directly or indirectly pay,
      prepay, defease or in substance defease, purchase, redeem, retire or
      otherwise acquire any Trust Preferred Equity or Subordinated Debt.
    

    
      §8.15              Investments
      in Subsidiaries.  In no event shall Investments in Subsidiaries
      of the Borrower or the Trust that are not one hundred percent (100%)
      owned by the Borrower or Trust or in Unconsolidated Affiliates, which
      Subsidiaries or Unconsolidated Affiliates are engaged in the ownership
      of Real Estate or development activity pursuant to §8.9 or §8.10, and
      Investments in mortgages and notes receivables from such Subsidiaries or
      Unconsolidated Affiliates (including the principal amount payable
      pursuant to such notes) exceed fifteen percent (15%) of Borrower’s
      Consolidated Total Adjusted Asset Value in the aggregate without the
      prior written consent of the Required Banks.  For the purposes of this
      §8.15 only, notes receivable from Unconsolidated Affiliates shall be
      valued at face value (subject to reduction as a result of payments
      thereon).
    

    
      
        

        

      

      
        
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      §8.16              Recourse
      Indebtedness.  Subject to the provisions of §9, in no event
      shall other Recourse Indebtedness (whether secured or unsecured) of the
      Borrower and its Subsidiaries (other than Subsidiary Guarantors)
      (excluding the Indebtedness evidenced by the Secured Credit Agreement)
      in the aggregate exceed twenty percent (20%) of Consolidated Total
      Adjusted Asset Value (provided that the liability under any completion
      guaranty shall equal the remaining costs to complete the applicable
      construction project in excess of construction loan or mezzanine loan
      proceeds available therefor and any equity deposited or invested for the
      payment of such costs; and provided further that Indebtedness of
      Borrower or any of its Subsidiaries with respect to the TIF Guaranty and
      any other guaranty obligation which the Majority Banks may in its
      discretion approve in writing shall not be included for the purposes of
      this §8.16 unless (i) a claim shall have been made against
      the Trust, Borrower or a Subsidiary of either of them on account of such
      guaranty, or (ii) with respect to any other guaranty obligation which
      the Majority Banks may in their sole discretion approve in writing to
      not be included for the purposes of §8.16 the occurrence of such other
      events with respect thereto as the Majority Banks may require in
      connection with their approval of such obligation).
    

    
      §9.      FINANCIAL COVENANTS OF
      THE TRUST AND THE BORROWER.  
    

    
      The Borrower and the Trust, jointly and severally, covenant and agree
      that, so long as any Loan or Note is outstanding or any Bank has any
      obligation to make any Loans, each of them will comply with the
      following:
    

    
      §9.1               Liabilities
      to Assets Ratio.  Each of the Borrower and the Trust will not
      permit the ratio of its Consolidated Total Liabilities to Consolidated
      Total Adjusted Asset Value to exceed the ratios set forth below for the
      periods specified below.
    

    
    	
          
            Period Ending on or Before:
          

        	
          
            Total Leverage Ratio
          

        
	
          March 30, 2011
        	
          65%
        
	
          March 31, 2011 and Thereafter
        	
          60%
        


    

    
      §9.2               Fixed
      Charges Coverage.  The Borrower will not permit the Borrower’s
      Consolidated Operating Cash Flow for the period covered by the four (4)
      previous consecutive fiscal quarters (treated as a single accounting
      period) to be less than 1.50 times the Fixed Charges of the Borrower and
      the Trust for such period; provided, however, that for purposes of
      determining compliance with this covenant, prior to such time as the
      Borrower has owned and operated a parcel of Real Estate for four (4)
      full fiscal quarters, the Operating Cash Flow with respect to such
      parcel of Real Estate for the number of full fiscal quarters which the
      Borrower has owned and operated such parcel of Real Estate as annualized
      shall be utilized.  Additionally, for the purposes of calculating
      Consolidated Operating Cash Flow under this §9.2, Operating Cash Flow
      attributable to any Redevelopment Property shall be included even if
      such Redevelopment Property is then being valued at cost for the
      purposes of calculating Borrower’s Consolidated Total Adjusted Asset
      Value.  For the purposes of this §9.2, the Operating Cash Flow and Debt
      Service attributable to any Real Estate and the principal indebtedness
      repaid as a part of such sale shall be excluded from the calculations
      when such Real Estate is sold.
    

    
      
        

        

      

      
        
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      §9.3               Consolidated
      Tangible Net Worth.  The Borrower will not permit its
      Consolidated Tangible Net Worth to be less than $450,000,000 plus
      seventy-five percent (75%) of any Net Offering Proceeds from Equity
      Offerings received by the Borrower or the Trust after the date of this
      Agreement (except to the extent of any of such Net Offering Proceeds
      from an issuance of common equity or Preferred Equity of the Borrower or
      the Trust which are used to retire an existing issue of preferred equity
      of Borrower or the Trust, respectively).
    

    
      §9.4               [Intentionally
      Omitted.]
    

    
      §10.     CLOSING CONDITIONS.
    

    
      The obligations of the Agent and the Banks to enter into this Agreement
      and to make the Loans to the Borrower shall be subject to the
      satisfaction of the following:
    

    
      §10.1              Loan
      Documents.  Each of the Loan Documents shall have been duly
      executed and delivered by the respective parties thereto, shall be in
      full force and effect and shall be in form and substance reasonably
      satisfactory to the Agent.  The Agent shall have received a fully
      executed copy of each such document, except that each Bank shall have
      received a fully executed counterpart of its Note, if any.
    

    
      §10.2              Certified
      Copies of Organizational Documents.  The Agent shall have
      received from the Borrower a copy, certified as of a recent date by the
      appropriate officer of each State in which the Borrower or the
      Guarantors, as applicable, is organized or in which the Collateral
      Property is located and a duly authorized partner, member or officer of
      such Person, as applicable, to be true and complete, of the partnership
      agreement, corporate charter, declaration of trust or other
      organizational documents of the Borrower or the Guarantors, as
      applicable, or its qualification to do business, as applicable, as in
      effect on such date of certification.
    

    
      §10.3              Resolutions.  All
      action on the part of the Borrower and the Guarantors as applicable,
      necessary for the valid execution, delivery and performance by such
      Person of this Agreement and the other Loan Documents to which such
      Person is or is to become a party shall have been duly and effectively
      taken, and evidence thereof satisfactory to the Agent shall have been
      provided to the Agent.  The Agent shall have received from the Trust
      true copies of the resolutions adopted by its board of directors
      authorizing the transactions described herein, each certified by its
      secretary as of a recent date to be true and complete.
    

    
      §10.4              Incumbency
      Certificate; Authorized Signers.  The Agent shall have received
      incumbency certificates, dated as of the date of this Agreement, signed
      by a duly authorized officer of the Trust (with respect to the
      Borrower), and the Subsidiary Property Owners and giving the name and
      bearing a specimen signature of each individual who shall be authorized
      to sign, in the name and on behalf of such Subsidiary Property Owner,
      the Borrower and the Trust, each of the Loan Documents to which such
      Person is or is to become a party.  The Agent shall have also received
      from the Borrower a certificate, dated as of the date of this Agreement,
      signed by a duly authorized officer of the Borrower and giving the name
      and specimen signature of each individual who shall be authorized to
      make Loan and Conversion Requests, and to give notices and to take other
      action on behalf of the Borrower under the Loan Documents.
    

    
      §10.5              Opinion
      of Counsel.  The Agent shall have received a favorable opinion
      addressed to the Banks and the Agent and dated as of the date of this
      Agreement, in form and substance satisfactory to the Banks and the
      Agent, from counsel of the Borrower and the Guarantors as to such
      matters as the Agent shall reasonably request.
    

    
      
        

        

      

      
        
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      §10.6              Payment
      of Fees.  The Borrower shall have paid to KeyBank the fees
      required to be paid at closing pursuant to §4.2.
    

    
      §10.7              Performance;
      No Default.  The Borrower and Guarantors shall have performed
      and complied with all terms and conditions herein required to be
      performed or complied with by it on or prior to the Closing Date, and on
      the Closing Date there shall exist no Default or Event of Default.
    

    
      §10.8              Representations
      and Warranties.  The respective representations and warranties
      made by the Borrower and the Guarantors in the Loan Documents or
      otherwise made by or on behalf of the Subsidiary Property Owners, the
      Borrower or the Trust in connection therewith or after the date thereof
      shall have been true and correct in all material respects when made and
      shall also be true and correct in all material respects on the Closing
      Date.
    

    
      §10.9              Proceedings
      and Documents.  All proceedings in connection with the
      transactions contemplated by this Agreement and the other Loan Documents
      shall be reasonably satisfactory to the Agent and the Agent’s Special
      Counsel in form and substance, and the Agent shall have received all
      information and such counterpart originals or certified copies of such
      documents and such other certificates, opinions or documents as the
      Agent and the Agent’s Special Counsel may reasonably require.
    

    
      §10.10             Stockholder
      and Partner Consents.  The Agent shall have received evidence
      satisfactory to the Agent that all necessary stockholder, member and
      partner consents required in connection with the consummation of the
      transactions contemplated by this Agreement and the other Loan Documents
      have been obtained.
    

    
      §10.11             Equity.  Borrower
      shall have provided evidence reasonably satisfactory to Agent of the
      total amount of costs and expenditures incurred by Aquia with respect to
      the development of the Collateral Property owned by Aquia.
    

    
      §10.12             [Intentionally
      Omitted.]  
    

    
      §10.13             Contribution
      Agreement.  The Agent shall have received an executed original
      counterpart of the Contribution Agreement.
    

    
      §10.14             No
      Legal Impediment.  No change shall have occurred in any law or
      regulations thereunder or interpretations thereof that in the reasonable
      opinion of any Bank would make it illegal for such Bank to make such
      Loan.
    

    
      §10.15             Governmental
      Regulation.  Each Bank shall have received such statements in
      substance and form reasonably satisfactory to such Bank as such Bank
      shall require for the purpose of compliance with any applicable
      regulations of the Comptroller of the Currency or the Board of Governors
      of the Federal Reserve System.
    

    
      §10.16             [Intentionally
      Omitted.]
    

    
      
        

        

      

      
        
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      §10.17             [Intentionally
      Omitted.]
    

    
      §10.18             No
      Condemnation/Taking.  The Agent shall have received written
      confirmation from the Borrower that no condemnation proceedings are
      pending or to the Borrower’s knowledge threatened against any Collateral
      Property or, if any such proceedings are pending or threatened,
      identifying the same and the Collateral Property affected thereby and
      the Agent shall have determined that none of such proceedings is or will
      be material to the Collateral Property affected thereby.
    

    
      §10.19             Other.  The
      Agent shall have reviewed such other documents, instruments,
      certificates, opinions, assurances, consents and approvals as the Agent
      or the Agent’s Special Counsel may reasonably have requested.
    

    
      §11.     CONDITIONS TO ALL BORROWINGS.
    

    
      The obligations of the Banks to make any Loan, whether on or after the
      date of this Agreement, shall also be subject to the satisfaction of the
      following conditions precedent:
    

    
      §11.1              Prior
      Conditions Satisfied.  All conditions set forth in §10 shall
      continue to be satisfied as of the date upon which any Loan is to be
      made.
    

    
      §11.2              Representations
      True; No Default.  Each of the representations and warranties
      made by or on behalf of the Borrower or the Guarantors contained in this
      Agreement, the other Loan Documents or in any document or instrument
      delivered pursuant to or in connection with this Agreement shall be true
      as of the date as of which they were made and shall also be true at and
      as of the time of the making of such Loan with the same effect as if
      made at and as of that time (except to the extent of changes resulting
      from transactions contemplated or permitted by this Agreement and the
      other Loan Documents and changes occurring in the ordinary course of
      business that singly or in the aggregate are not materially adverse, and
      except to the extent that such representations and warranties relate
      expressly to an earlier date) and no Default or Event of Default shall
      have occurred and be continuing.  The Agent shall have received a
      certificate of the Borrower and the Guarantors signed by an authorized
      officer of the Borrower and the Guarantors to such effect.
    

    
      §11.3              Borrowing
      Documents.  In the case of any request for a Loan, the Agent
      shall have received the request for a Loan required by §2.7 in the form
      of Exhibit D hereto.
    

    
      §12.     EVENTS OF DEFAULT;
      ACCELERATION; ETC.
    

    
      §12.1              Events
      of Default and Acceleration.  If any of the following events
      (“Events of Default” or, if the giving of notice or the lapse of time or
      both is required, then, prior to such notice or lapse of time,
      “Defaults”) shall occur:
    

    
      (a)                          the Borrower shall fail to pay any
      principal of any of the Loans after the same shall become due and
      payable, whether at the stated date of maturity or any accelerated date
      of maturity or at any other date fixed for payment;
    

    
      (b)                          the Borrower shall fail to pay any interest
      on the Loans, or any other fees or sums due hereunder or under any of
      the other Loan Documents, within ten (10) days after the same shall
      become due and payable, whether at the stated date of maturity or any
      accelerated date of maturity or at any other date fixed for payment;
    

    
      
        

        

      

      
        
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      (c)                          the Borrower or any Guarantor or any of
      their respective Subsidiaries shall fail to perform or observe any term,
      covenant, condition or agreement contained in §7.24 and such failure
      under this §12.1(c) shall, as to the particular covenant or covenants
      contained in the Secured Credit Agreement not so performed or observed
      continue beyond the period of any grace or notice and cure period set
      forth in the Secured Credit Agreement with respect to the
      non-performance of such covenant;
    

    
      (d)                          the Borrower or any Guarantor shall fail to
      perform any other material term, covenant or agreement contained herein
      or in any of the other Loan Documents (other than those specified in
      this §12), and such failure shall continue for thirty (30) days after
      written notice thereof shall have been given to the Borrower by the
      Agent;
    

    
      (e)                          any representation or warranty made by or
      on behalf of the Borrower or any Guarantor in this Agreement or any
      other Loan Document, or in any report, certificate, financial statement,
      request for a Loan, or in any other document or instrument delivered
      pursuant to or in connection with this Agreement, any advance of a Loan
      or any of the other Loan Documents shall prove to have been false in any
      material respect upon the date when made or deemed to have been made or
      repeated;
    

    
      (f)                          the Borrower or any Guarantor shall fail to
      pay at maturity, or within any applicable period of grace, any
      obligation for borrowed money or credit received or other Indebtedness
      (including, without limitation, any Derivatives Contract), or fail to
      observe or perform any material term, covenant or agreement contained in
      any agreement by which it is bound, evidencing or securing any such
      borrowed money or credit received or other Indebtedness for such period
      of time as would permit (assuming the giving of appropriate notice if
      required) the holder or holders thereof or of any obligations issued
      thereunder to accelerate the maturity thereof or require the prepayment
      or purchase thereof, provided that solely with respect to Borrower and
      Trust the events described in this §12.1(f) shall not constitute an
      Event of Default unless such failure to perform, together with other
      failures to perform as described in this §12.1(f), involve singly or in
      the aggregate obligations for Recourse Indebtedness totaling in excess
      of $10,000,000.00 or Non-recourse Indebtedness totaling in excess of
      $30,000,000.00;
    

    
      (g)                          the Borrower or any Guarantor, (i) shall
      make an assignment for the benefit of creditors, or admit in writing its
      general inability to pay or generally fail to pay its debts as they
      mature or become due, or shall petition or apply for the appointment of
      a trustee or other custodian, liquidator or receiver of any such Person
      or of any substantial part of the assets of any thereof, (ii) shall
      commence any case or other proceeding relating to any such Person under
      any bankruptcy, reorganization, arrangement, insolvency, readjustment of
      debt, dissolution or liquidation or similar law of any jurisdiction, now
      or hereafter in effect, or (iii) shall take any action to authorize or
      in furtherance of any of the foregoing;
    

    
      (h)                          a petition or application shall be filed
      for the appointment of a trustee or other custodian, liquidator or
      receiver of any of the Borrower or any Guarantor or any substantial part
      of the assets of any thereof, or a case or other proceeding shall be
      commenced against any such Person under any bankruptcy, reorganization,
      arrangement, insolvency, readjustment of debt, dissolution or
      liquidation or similar law of any jurisdiction, now or hereafter in
      effect, and any such Person shall indicate its approval thereof, consent
      thereto or acquiescence therein or such petition, application, case or
      proceeding shall not have been dismissed within sixty (60) days
      following the filing or commencement thereof;
    

    
      
        

        

      

      
        
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      (i)                          a decree or order is entered appointing any
      trustee, custodian, liquidator or receiver or adjudicating any of the
      Borrower or any Guarantor bankrupt or insolvent, or approving a petition
      in any such case or other proceeding, or a decree or order for relief is
      entered in respect of any such Person in an involuntary case under
      federal bankruptcy laws as now or hereafter constituted;
    

    
      (j)                          there shall remain in force, undischarged,
      unsatisfied and unstayed, for more than sixty (60) days, whether or not
      consecutive, any uninsured final judgment against any of the Borrower or
      any Guarantor that, with other outstanding uninsured final judgments,
      undischarged, against such Persons exceeds in the aggregate
      $1,000,000.00 with respect to any  Subsidiary Property Owner and
      $10,000,000 with respect to the Borrower and the Trust;
    

    
      (k)                          any of the Loan Documents shall be
      canceled, terminated, revoked or rescinded otherwise than in accordance
      with the terms thereof or with the express prior written agreement,
      consent or approval of the Banks, or any action at law, suit in equity
      or other legal proceeding to cancel, revoke or rescind any of the Loan
      Documents shall be commenced by or on behalf of the Borrower, any
      Guarantor, any of their respective Subsidiaries or any of their
      respective holders of Voting Interests, or any court or any other
      governmental or regulatory authority or agency of competent jurisdiction
      shall make a determination that, or issue a judgment, order, decree or
      ruling to the effect that, any one or more of the Loan Documents is
      illegal, invalid or unenforceable in accordance with the terms thereof;
    

    
      (l)                          any dissolution, termination, partial or
      complete liquidation, merger or consolidation of the Borrower or any
      Guarantor or any sale, transfer or other disposition of the assets of
      the Borrower or any Guarantor other than as permitted under the terms of
      this Agreement or the other Loan Documents;
    

    
      (m)                          any suit or proceeding shall be filed
      against any of the Borrower or any Guarantor or any of their respective
      assets which in the good faith business judgment of the Majority Banks
      after giving consideration to the likelihood of success of such suit or
      proceeding and the availability of insurance to cover any judgment with
      respect thereto and based on the information available to them if
      adversely determined, would have a materially adverse effect on the
      ability of the Borrower or any Guarantor to perform each and every one
      of its obligations under and by virtue of the Loan Documents and such
      suit or proceeding is not dismissed within sixty (60) days following the
      filing or commencement thereof;
    

    
      (n)                          the Borrower or any Guarantor or any Person
      so connected with them shall be indicted for a federal crime, a
      punishment for which could include the forfeiture of any assets of the
      Borrower or any Guarantor, including the Collateral;
    

    
      (o)                          with respect to any Guaranteed Pension
      Plan, an ERISA Reportable Event shall have occurred and the Majority
      Banks shall have determined in their reasonable discretion that such
      event reasonably could be expected to result in liability of the
      Borrower or any Guarantor to the PBGC or such Guaranteed Pension Plan in
      an aggregate amount exceeding $1,000,000 and such event in the
      circumstances occurring reasonably could constitute grounds for the
      termination of such Guaranteed Pension Plan by the PBGC or for the
      appointment by the appropriate United States District Court of a trustee
      to administer such Guaranteed Pension Plan; or a trustee shall have been
      appointed by the United States District Court to administer such Plan or
      the PBGC shall have instituted proceedings to terminate such Guaranteed
      Pension Plan;
    

    
      
        

        

      

      
        
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      (p)                          a Change of Control shall occur;
    

    
      (q)                          Dennis Gershenson shall cease to be active
      on a daily basis in the management of the Trust and the Borrower and a
      competent and experienced successor for such Person shall not be
      approved by the Majority Banks within six (6) months of such event, such
      approval not to be unreasonably withheld;
    

    
      (r)                          The Borrower and the Trust and any of their
      respective Subsidiaries shall fail to pay at maturity, or within any
      applicable period of grace, any Subordinated Debt, or fail to observe or
      perform any material term, covenant or agreement contained in any
      agreement by which it is bound, evidencing or securing any such
      Subordinated Debt for such period of time as would permit (assuming the
      giving of appropriate notice if required) the holder or holders thereof
      or of any obligations issued thereunder to accelerate the maturity
      thereof or require a redemption, retirement, prepayment, purchase or
      defeasance thereof;
    

    
      (s)                          any Event of Default (as defined in any of
      the other Loan Documents) shall occur; or
    

    
      (t)                          An “Event of Default” (as defined in the
      Secured Credit Agreement) shall occur.
    

    
      then, and in any such event, the Agent may, and upon the request of the
      Majority Banks shall, by notice in writing to the Borrower (in addition
      to the rights afforded under §12.3) declare all amounts owing with
      respect to this Agreement, the Notes, and the other Loan Documents to
      be, and they shall thereupon forthwith become, immediately due and
      payable without presentment, demand, protest or other notice of any
      kind, all of which are hereby expressly waived by the Borrower; provided
      that in the event of any Event of Default specified in §12.1(g),
      §12.1(h) or §12.1(i), all such amounts shall become immediately due and
      payable automatically without any requirement of presentment, demand,
      protest or other notice of any kind from any of the Banks or the Agent.
    

    
      §12.2              Limitation
      of Cure Periods.  Notwithstanding the provisions of
      subsections (b) and (d) of §12.1, the cure periods provided therein
      shall not be allowed and the occurrence of a Default thereunder
      immediately shall constitute an Event of Default for all purposes of
      this Agreement and the other Loan Documents if, within the period of
      twelve (12) months immediately preceding the occurrence of such Default,
      there shall have occurred two (2) periods of cure or portions thereof
      under any one or more than one of said subsections.
    

    
      §12.3              Termination
      of Commitments.  If any one or more Events of Default specified
      in §12.1(g), §12.1(h) or §12.1(i) shall occur, then immediately and
      without any action on the part of the Agent or any Bank any unused
      portion of the credit hereunder shall terminate and the Banks shall be
      relieved of all obligations to make Loans to the Borrower.  If any other
      Event of Default shall have occurred, the Agent, upon the election of
      the Majority Banks, may by notice to the Borrower terminate the
      obligation to make Loans to the Borrower.  No termination under this
      §12.3 shall relieve the Borrower of its obligations to the Banks arising
      under this Agreement or the other Loan Documents.
    

    
      
        

        

      

      
        
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      §12.4              Remedies.  In
      case any one or more of the Events of Default shall have occurred and be
      continuing, and whether or not the Banks shall have accelerated the
      maturity of the Loans pursuant to §12.1, the Agent on behalf of the
      Banks may, with the consent of the Majority Banks but not otherwise,
      proceed to protect and enforce their rights and remedies under this
      Agreement, the Notes, or any of the other Loan Documents by suit in
      equity, action at law or other appropriate proceeding, whether for the
      specific performance of any covenant or agreement contained in this
      Agreement and the other Loan Documents or any instrument pursuant to
      which the Obligations are evidenced, including to the full extent
      permitted by applicable law the obtaining of the ex parte
      appointment of a receiver, and, if such amount shall have become due, by
      declaration or otherwise, proceed to enforce the payment thereof or any
      other legal or equitable right.  No remedy herein conferred upon the
      Agent or the holder of any of the Obligations is intended to be
      exclusive of any other remedy and each and every remedy shall be
      cumulative and shall be in addition to every other remedy given
      hereunder or now or hereafter existing at law or in equity or by statute
      or any other provision of law.  In the event that all or any portion of
      the Obligations is collected by or through an attorney-at-law, the
      Borrower shall pay all costs of collection including, but not limited
      to, reasonable attorneys’ fees.
    

    
      §12.5              Distribution
      of Proceeds.  In the event that, following the occurrence and
      during the continuance of any Event of Default, any monies are received
      in connection with the enforcement of any of the Loan Documents, or
      otherwise with respect to the realization upon any of the Collateral or
      assets of the Borrower or the Guarantors, such monies shall be
      distributed for application as follows:
    

    
      (a)                          First, to the payment of, or (as the case
      may be) the reimbursement of, the Agent for or in respect of all
      reasonable costs, expenses, disbursements and losses which shall have
      been incurred or sustained by the Agent to protect or preserve the
      Collateral or in connection with the collection of such monies by the
      Agent, for the exercise, protection or enforcement by the Agent of all
      or any of the rights, remedies, powers and privileges of the Agent under
      this Agreement or any of the other Loan Documents or in respect of the
      Collateral or in support of any provision of adequate indemnity to the
      Agent against any taxes or liens which by law shall have, or may have,
      priority over the rights of the Agent to such monies;
    

    
      (b)                          Second, to all other Obligations in such
      order or preference as the Majority Banks shall determine; provided,
      however, that (i) distributions in respect of such Obligations
      shall be made pari passu among Obligations with respect to the Agent’s
      fee payable pursuant to §4.3 and all other Obligations, (ii) in the
      event that any Bank shall have wrongfully failed or refused to make an
      advance under §2.5 and such failure or refusal shall be continuing,
      advances made by other Banks during the pendency of such failure or
      refusal shall be entitled to be repaid as to principal and accrued
      interest in priority to the other Obligations described in this
      subsection (b), (iii) Obligations owing to the Banks with respect to
      each type of Obligation such as interest, principal, fees and expenses,
      shall be made among the Banks pro rata, and (iv) amounts
      received or realized from the Borrower shall be applied against the
      Obligations of the Borrower; and provided, further that
      the Majority Banks may in their discretion make proper allowance to take
      into account any Obligations not then due and payable; and
    

    
      
        

        

      

      
        
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      (c)                          Third, the excess, if any, shall be
      returned to the Borrower or to such other Persons as are entitled
      thereto.
    

    
      §13.     SETOFF.
    

    
      Regardless of the adequacy of any collateral, during the continuance of
      any Event of Default, any deposits (general or specific, time or demand,
      provisional or final, regardless of currency, maturity, or the branch of
      where such deposits are held) or other sums credited by or due from any
      of the Banks to the Borrower or any Guarantor and any securities or
      other property of the Borrower or any Guarantor in the possession of
      such Bank may be applied to or set off against the payment of
      Obligations of such Person and any and all other liabilities, direct, or
      indirect, absolute or contingent, due or to become due, now existing or
      hereafter arising, of such Person to such Bank; provided that no Bank
      shall exercise such right of setoff without the prior approval of the
      Agent.  Each of the Banks agrees with each other Bank that if such Bank
      shall receive from the Borrower or any Guarantor, whether by voluntary
      payment, exercise of the right of setoff, or otherwise, and shall retain
      and apply to the payment of the Obligations owed to such Bank any amount
      in excess of its ratable portion of the payments received by all of the
      Banks with respect to the Obligations held by all of the Banks, such
      Bank will make such disposition and arrangements with the other Banks
      with respect to such excess, either by way of distribution, pro tanto
      assignment of claims, subrogation or otherwise as shall result in each
      Bank receiving in respect of the Obligations held by it its
      proportionate payment as contemplated by this Agreement; provided
      that if all or any part of such excess payment is thereafter recovered
      from such Bank, such disposition and arrangements shall be rescinded and
      the amount restored to the extent of such recovery, but without interest.
    

    
      §14.     THE AGENT.
    

    
      §14.1              Authorization.  The
      Agent is authorized to take such action on behalf of each of the Banks
      and to exercise all such powers as are hereunder and under any of the
      other Loan Documents and any related documents delegated to the Agent,
      together with such powers as are reasonably incident thereto, provided
      that no duties or responsibilities not expressly assumed herein or
      therein shall be implied to have been assumed by the Agent.  The
      obligations of the Agent hereunder are primarily administrative in
      nature, and nothing contained in this Agreement or any of the other Loan
      Documents shall be construed to constitute the Agent as a trustee for
      any Bank or to create any agency or fiduciary relationship.  Agent shall
      act as the contractual representative of the Banks hereunder, and
      notwithstanding the use of the term “Agent” it is understood and agreed
      that Agent shall not have any fiduciary duties or responsibilities to
      any Bank or by reason of this Agreement or any of the other Loan
      Documents and is acting as an independent contractor, the rights and
      duties of which are limited to those expressly set forth in this Loan
      Agreement and the other Loan Documents.  The Borrower and any other
      Person shall be entitled to conclusively rely on a statement from the
      Agent that it has the authority to act for and bind the Banks pursuant
      to this Agreement and the other Loan Documents.
    

    
      §14.2              Employees
      and Agents.  The Agent may exercise its powers and execute its
      duties by or through employees or agents and shall be entitled to take,
      and to rely on, advice of counsel concerning all matters pertaining to
      its rights and duties under this Agreement and the other Loan
      Documents.  The Agent may utilize the services of such Persons as the
      Agent may reasonably determine, and all reasonable fees and expenses of
      any such Persons shall be paid by the Borrower.
    

    
      
        

        

      

      
        
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      §14.3              No
      Liability.  Neither the Agent nor any of its shareholders,
      directors, officers or employees nor any other Person assisting them in
      their duties nor any agent, or employee thereof, shall be liable to any
      of the Banks for any waiver, consent or approval given or any action
      taken, or omitted to be taken, in good faith by it or them hereunder or
      under any of the other Loan Documents, or in connection herewith or
      therewith, or be responsible for the consequences of any oversight or
      error of judgment whatsoever, except that the Agent or such other
      Person, as the case may be, may be liable for losses due to its willful
      misconduct or gross negligence.  The Agent shall not be deemed to have
      knowledge or notice of the occurrence of any Default or Event of
      Default, except with respect to defaults in the payment of principal,
      interest and fees required to be paid to the Agent for the account of
      the Banks, unless the Agent has received notice from a Bank or the
      Borrower referring to the Loan Documents and describing with reasonable
      specificity such Default or Event of Default and stating that such
      notice is a “notice of default”.
    

    
      §14.4              No
      Representations.  The Agent shall not be responsible for the
      execution or validity or enforceability of this Agreement, the Notes,
      any of the other Loan Documents or any instrument at any time
      constituting, or intended to constitute, collateral security for the
      Obligations, or for the value of any such collateral security or for the
      validity, enforceability or collectability of any such amounts owing
      with respect to the Obligations, or for any recitals or statements,
      warranties or representations made herein or any agreement, instrument
      or certificate delivered in connection therewith or in any of the other
      Loan Documents or in any certificate or instrument hereafter furnished
      to it by or on behalf of the Borrower or any Guarantor, or be bound to
      ascertain or inquire as to the performance or observance of any of the
      terms, conditions, covenants or agreements herein or in any other of the
      Loan Documents.  The Agent shall not be bound to ascertain whether any
      notice, consent, waiver or request delivered to it by the Borrower or
      any Guarantor, any of their respective Subsidiaries or any holder of any
      of the Obligations shall have been duly authorized or is true, accurate
      and complete.  The Agent has not made nor does it now make any
      representations or warranties, express or implied, nor does it assume
      any liability to the Banks, with respect to the creditworthiness or
      financial condition of the Borrower, the Guarantors or any of their
      respective Subsidiaries or the value of the Collateral, the Collateral
      Property or any of the assets of the Borrower, the Guarantors or their
      respective Subsidiaries.  Each Bank acknowledges that it has,
      independently and without reliance upon the Agent or any other Bank, and
      based upon such information and documents as it has deemed appropriate,
      made its own credit analysis and decision to enter into this
      Agreement.  Each Bank also acknowledges that it will, independently and
      without reliance upon the Agent or any other Bank, based upon such
      information and documents as it deems appropriate at the time, continue
      to make its own credit analysis and decisions in taking or not taking
      action under this Agreement and the other Loan Documents.  Agent’s
      Special Counsel has only represented Agent and KeyBank in connection
      with the Loan Documents and the only attorney-client relationship or
      duty of care is between Agent’s Special Counsel and Agent or
      KeyBank.  Each Bank has been independently represented by separate
      counsel on all matters regarding the Loan Documents and the granting and
      perfecting of liens in the Collateral.
    

    
      §14.5              Payments.
    

    
      (a)                          A payment by the Borrower or the Guarantors
      to the Agent hereunder or under any of the other Loan Documents for the
      account of any Bank shall constitute a payment to such Bank.  The Agent
      agrees to distribute to each Bank not later than one Business Day after
      the Agent’s receipt of good funds, determined in accordance with the
      Agent’s customary practices, such Bank’s pro rata
      share of payments received by the Agent for the account of the Banks
      except as otherwise expressly provided herein or in any of the other
      Loan Documents.  In the event the Borrower makes payments to Agent in
      immediately available funds on or before the time required in this
      Agreement for such payment, and Agent fails to distribute such amounts
      on the same Business Day as received, the Agent shall pay interest on
      such amount at a rate per annum equal to the Federal Funds Effective
      Rate from time to time in effect.
    

    
      
        

        

      

      
        
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      (b)                          If in the opinion of the Agent the
      distribution of any amount received by it in such capacity hereunder,
      under the Notes or under any of the other Loan Documents might involve
      it in liability, it may refrain from making distribution until its right
      to make distribution shall have been adjudicated by a court of competent
      jurisdiction.  If a court of competent jurisdiction shall adjudge that
      any amount received and distributed by the Agent is to be repaid, each
      Person to whom any such distribution shall have been made shall either
      repay to the Agent its proportionate share of the amount so adjudged to
      be repaid or shall pay over the same in such manner and to such Persons
      as shall be determined by such court.  In the event that the Agent shall
      refrain from making any distribution of any amount received by it as
      provided in this §14.5(b), the Agent shall endeavor to hold such amounts
      in an interest bearing account and at such time as such amounts may be
      distributed to the Banks, the Agent shall distribute to each Bank, based
      on their respective Commitment Percentages, its pro rata share of the
      interest or other earnings from such deposited amount.
    

    
      (c)                          Notwithstanding anything to the contrary
      contained in this Agreement or any of the other Loan Documents, any Bank
      that fails (i) to make available to the Agent its pro rata
      share of any Loan, (ii) to comply with the provisions of §13 with
      respect to making dispositions and arrangements with the other Banks,
      where such Bank’s share of any payment received, whether by setoff or
      otherwise, is in excess of its pro rata share of such
      payments due and payable to all of the Banks, in each case as, when and
      to the full extent required by the provisions of this Agreement, or
      (iii) to perform any other obligation within the time period specified
      for performance, or if no time period is specified, if such failure
      continues for a period of five (5) Business Days after notice from the
      Agent, shall be deemed a defaulting Bank (a “Defaulting Bank”) and shall
      be deemed a Defaulting Bank until such time as such delinquency is
      satisfied.  In addition to the rights and remedies that may be available
      to the Agent at law and in equity, a Defaulting Bank’s right to
      participate in the administration of the Loan Documents, including,
      without limitation, any rights to consent to or direct any action or
      inaction of the Agent pursuant to this Agreement or otherwise, or to be
      taken into account in the calculation of Required Banks, Majority Banks
      or any matter requiring approval of all of the Banks, shall be suspended
      while such Bank is a Defaulting Bank; provided that a consent of a
      Defaulting Bank shall be required for any increase of its Commitment.  A
      Defaulting Bank shall be deemed to have assigned any and all payments
      due to it from the Borrower and the Guarantors, whether on account of
      outstanding Loans, interest, fees or otherwise, to the remaining non
      defaulting Banks for application to, and reduction of, their respective pro
      rata shares of all outstanding Loans.  The Defaulting Bank hereby
      authorizes the Agent to distribute such payments to the non defaulting
      Banks in proportion to their respective pro rata shares of
      all outstanding Loans.  The provisions of this Section shall apply and
      be effective regardless of whether an Event of Default occurs and is
      then continuing, and notwithstanding (i) any other provision of this
      Agreement to the contrary or (ii) any instruction of Borrower as to its
      desired application of payments.  The Agent shall be entitled to (i)
      withhold or set off, and to apply to the payment of the obligations of
      any Defaulting Bank any amounts to be paid to such Defaulting Bank under
      this Agreement, (ii) to collect interest from such Bank for the period
      from the date on which the payment was due at the rate per annum equal
      to the Federal Funds Effective Rate plus two percent (2%), for each day
      during such period, and (iii) bring an action or suit against such
      Defaulting Bank in a court of competent jurisdiction to recover the
      defaulted obligations of such Defaulting Bank.  A Defaulting Bank shall
      be deemed to have satisfied in full a delinquency when and if, as a
      result of application of the assigned payments to all outstanding Loans
      of the non-defaulting Banks or as a result of other payments by the
      Defaulting Banks to the non defaulting Banks, the Banks’ respective pro
      rata shares of all outstanding Loans have returned to those in effect
      immediately prior to such delinquency and without giving effect to the
      nonpayment causing such delinquency.
    

    
      
        

        

      

      
        
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      §14.6              Holders
      of Notes.  Subject to the terms of Article 18, the Agent may
      deem and treat the payee of any Obligation and any Note as the absolute
      owner or purchaser thereof for all purposes hereof until it shall have
      been furnished in writing with a different name by such payee or by a
      subsequent holder, assignee or transferee.
    

    
      §14.7              Indemnity.  The
      Banks ratably hereby agree to indemnify and hold harmless the Agent from
      and against any and all claims, actions and suits (whether groundless or
      otherwise), losses, damages, costs, expenses (including any expenses for
      which the Agent has not been reimbursed by the Borrower as required by §
      15), and liabilities of every nature and character arising out of or
      related to this Agreement, the Notes, or any of the other Loan Documents
      or the transactions contemplated or evidenced hereby or thereby, or the
      Agent’s actions taken hereunder or thereunder, except to the extent that
      any of the same shall be directly caused by the Agent’s willful
      misconduct or gross negligence.
    

    
      §14.8              Agent
      as Bank.  In its individual capacity, the Bank acting as the
      Agent shall have the same obligations and the same rights, powers and
      privileges in respect to its Commitment and the Loans made by it, and as
      the holder of any of the Obligations and the Notes as it would have were
      it not also the Agent.
    

    
      §14.9              Resignation.  The
      Agent may resign at any time by giving ten (10) days’ prior written
      notice thereof to the Banks and the Borrower.  The Majority Banks may
      remove the Agent from its capacity as Agent in the event of the Agent’s
      willful misconduct or gross negligence.  The Commitment Percentage of
      the Bank which is acting as Agent shall not be taken into account in the
      calculation of Majority Banks for the purposes of removing Agent in the
      event of the Agent’s willful misconduct or gross negligence.  Upon any
      such resignation, the Majority Banks shall have the right to appoint as
      a successor Agent, any Bank or any bank whose senior debt obligations
      are rated not less than “A” or its equivalent by Moody’s Investors
      Service, Inc. or not less than “A” or its equivalent by Standard &
      Poor’s Rating Group Inc. and which has a net worth of not less than
      $500,000,000.  Unless a Default or Event of Default shall have occurred
      and be continuing, such successor Agent shall be reasonably acceptable
      to the Borrower.  If no successor Agent shall have been so appointed by
      the Majority Banks and shall have accepted such appointment within
      thirty (30) days after the retiring Agent’s giving of notice of
      resignation or the Majority Bank’s removal of the Agent, then the
      retiring Agent may, on behalf of the Banks, appoint a successor Agent,
      which shall be any Bank or a bank whose debt obligations are rated not
      less than “A” or its equivalent by Moody’s Investors Service, Inc. or
      not less than “A” or its equivalent by Standard & Poor’s Rating Group
      Inc. and which has a net worth of not less than $500,000,000.  Upon the
      acceptance of any appointment as Agent hereunder by a successor Agent,
      such successor Agent shall thereupon succeed to and become vested with
      all the rights, powers, privileges and duties of the retiring or removed
      Agent, and the retiring or removed Agent shall be discharged from its
      duties and obligations hereunder as Agent.  After any retiring Agent’s
      resignation or removal, the provisions of this Agreement and the other
      Loan Documents shall continue in effect for its benefit in respect of
      any actions taken or omitted to be taken by it while it was acting as
      Agent.
    

    
      
        

        

      

      
        
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      §14.10             Duties
      in the Case of Enforcement.  In case one or more Events of
      Default have occurred and shall be continuing, and whether or not
      acceleration of the Obligations shall have occurred, the Agent may, and
      if so requested by the Majority Banks and the Banks have provided to the
      Agent such additional indemnities and assurances in accordance with
      their respective Commitment Percentages against expenses and liabilities
      as the Agent may reasonably request, shall proceed to enforce the
      provisions of the Security Documents authorizing the sale or other
      disposition of all or any part of the collateral and exercise all or any
      legal and equitable and other rights or remedies as it may have in
      respect of such Collateral.  The Majority Banks may direct the Agent in
      writing as to the method and the extent of any such sale or other
      disposition, the Banks hereby agreeing to indemnify and hold the Agent
      harmless in accordance with their respective Commitment Percentages from
      all liabilities incurred in respect of all actions taken or omitted in
      accordance with such directions, provided that the Agent need not comply
      with any such direction to the extent that the Agent reasonably believes
      the Agent’s compliance with such direction to be unlawful or
      commercially unreasonable in any applicable jurisdiction.
    

    
      §14.11             Bankruptcy.  In
      the event a bankruptcy or other insolvency proceeding is commenced by or
      against Borrower or any Guarantor with respect to the Obligations, the
      Agent shall have the sole and exclusive right to file and pursue a joint
      proof claim on behalf of all Banks.  Any votes with respect to such
      claims or otherwise with respect to such proceedings shall be subject to
      the vote of the Majority Banks, the Required Banks or all of the Banks
      as required by this Agreement.  Each Bank irrevocably waives its right
      to file or pursue a separate proof of claim in any such proceedings
      unless Agent fails to file such claim within thirty (30) days after
      receipt of written notice from the Banks requesting that Agent file such
      proof of claim.
    

    
      §14.12             Approvals.  If
      consent is required for some action under this Agreement, or except as
      otherwise provided herein an approval of the Banks, the Required Banks
      or the Majority Banks is required or permitted under this Agreement,
      each Bank agrees to give the Agent, within ten (10) Business Days of
      receipt of the request for action together with all reasonably requested
      information related thereto (or such lesser period of time required by
      the terms of the Loan Documents), notice in writing of approval or
      disapproval (collectively “Directions”) in respect of any action
      requested or proposed in writing pursuant to the terms hereof.  If
      consent is required for the requested action, any Bank’s failure to
      respond to a request for Directions within the required time period
      shall be deemed to constitute a Direction to take such requested
      action.  In the event that any recommendation is not approved by the
      requisite number of Banks and a subsequent approval on the same subject
      matter is requested by Agent, then for the purposes of this paragraph
      each Bank shall be required to respond to a request for Directions
      within five (5) Business Days of receipt of such request.  Agent and
      each Bank shall be entitled to assume that any officer of the other
      Banks delivering any notice, consent, certificate or other writing is
      authorized to give such notice, consent, certificate or other writing
      unless Agent and such other Banks have otherwise been notified in
      writing.
    

    
      
        

        

      

      
        
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      §14.13             Borrower
      not Beneficiary.  Except for the provisions of §14.9 relating to
      the appointment of a successor Agent, the provisions of this §14 are
      solely for the benefit of the Agent and the Banks, may not be enforced
      by Borrower or any Guarantor, and except for the provisions of §14.9,
      may be modified or waived without the approval or consent of Borrower
      and Guarantors.
    

    
      §14.14             Request
      for Agent Action.  Agent and the Banks acknowledge that in the
      ordinary course of business of the Borrower, (a)  the Collateral
      Property may be subject to a condemnation or other taking and (b) the
      Borrower may desire to enter into easements or other agreements
      affecting the Collateral Property, record a subdivision plat, dedicate
      roads or utilities, or take other actions or enter into other agreements
      in the ordinary course of business which similarly require the consent,
      approval or agreement of the Agent.  In connection with the foregoing,
      the Banks hereby expressly authorize the Agent to take any of the
      following actions which Agent in its good faith judgment determines are
      appropriate, (x) consent to releases of portions of the Collateral
      Property in connection with any condemnation or other taking,
      (y) execute consents in form and substance satisfactory to Agent in
      connection with any easements, agreements, plats, dedications or similar
      matters affecting any Collateral Property, or (z) execute consents,
      approvals, or other agreements in form and substance satisfactory to the
      Agent in connection with such other actions or agreements as may be
      necessary in the ordinary course of Borrower’s business.
    

    
      §15.     EXPENSES.
    

    
      The Borrower agrees to pay (a) the reasonable costs of producing and
      reproducing this  Agreement, the other Loan Documents and the other
      agreements and instruments mentioned herein, (b) any taxes (including
      any interest and penalties in respect thereto) payable by the Agent or
      any of the Banks (other than taxes based upon the Agent’s or any Bank’s
      gross or net income, except that the Agent and the Banks shall be
      entitled to indemnification for any and all amounts paid by them in
      respect of taxes based on income or other taxes (other than pursuant to
      the Michigan Business Tax, M.C.L. §§208.1101 et. seq.,
      if any) assessed by any State in which the Collateral Property or the
      Collateral is located, such indemnification to be limited to taxes due
      solely on account of the granting of Collateral under the Security
      Documents and to be net of any credit allowed to the indemnified party
      from any other State on account of the payment or incurrence of such tax
      by such indemnified party), including any recording, mortgage,
      documentary or intangibles taxes in connection with the Loan Documents,
      or other taxes payable on or with respect to the transactions
      contemplated by this Agreement, including any such taxes payable by the
      Agent or any of the Banks after the Closing Date (the Borrower hereby
      agreeing to indemnify the Agent and each Bank with respect thereto), (c)
      all title insurance premiums, appraisal fees, engineer’s fees,
      reasonable extraordinary internal charges of the Agent (determined in
      good faith and in accordance with the Agent’s internal policies
      applicable generally to its customers) for commercial finance exams and
      engineering and environmental reviews, and (c) the reasonable fees,
      expenses and disbursements of the counsel to the Agent and any local
      counsel to the Agent incurred in connection with the preparation,
      administration or interpretation of the Loan Documents and other
      instruments mentioned herein (excluding, however, the preparation of
      agreements evidencing participation granted under §18.4), each closing
      hereunder, and amendments, modifications, approvals, consents or waivers
      hereto or hereunder, (d) the reasonable fees, expenses and disbursements
      of the Agent incurred by the Agent in connection with the preparation or
      interpretation of the Loan Documents and other instruments mentioned
      herein, and the making of each advance hereunder, (e) all reasonable
      out-of-pocket expenses (including reasonable attorneys’ fees and costs,
      which attorneys may be employees of any Bank or the Agent and the fees
      and costs of appraisers, engineers, survey fees, investment bankers or
      other experts retained by any Bank or the Agent) incurred by any Bank or
      the Agent in connection with (i) the enforcement of or preservation of
      rights under any of the Loan Documents against the Borrower or the
      Guarantors or the administration thereof after the occurrence of a
      Default or Event of Default and (ii) any litigation, proceeding or
      dispute whether arising hereunder or otherwise, in any way related to
      the Agent’s or any of the Bank’s relationship with the Borrower or the
      Guarantors, (f) all reasonable fees, expenses and disbursements of the
      Agent incurred in connection with UCC searches, UCC filings, title
      rundowns, title searches or mortgage recordings, (g) all reasonable
      fees, expenses and disbursements (including reasonable attorneys’ fees
      and costs) which may be incurred by KeyBank and the Agent in connection
      with the execution and delivery of this Agreement and the other Loan
      Documents, (h) all reasonable fees and expenses and disbursements
      (including reasonable attorneys’ fees and costs), not to exceed
      $5,000.00 in the aggregate, which may be incurred by KeyBank in
      connection with each and every assignment of interests in the Loans
      pursuant to §18.1, and (i) all expenses relating to the use of
      Intralinks, SyndTrak or any other similar system for the dissemination
      and sharing of documents and information in connection with the
      syndication of the Loans.  The covenants of this §15 shall survive
      payment or satisfaction of payment of the Obligations.
    

    
      
        

        

      

      
        
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      §16.     INDEMNIFICATION.
    

    
      The Borrower and the Guarantors, jointly and severally, agree to
      indemnify and hold harmless the Agent, the Banks and the Arranger and
      each director, officer, employee, agent and Person who controls the
      Agent or any Bank from and against any and all claims, actions and
      suits, whether groundless or otherwise, and from and against any and all
      liabilities, losses, damages and expenses of every nature and character
      arising out of or relating to this Agreement or any of the other Loan
      Documents or the transactions contemplated hereby and thereby including,
      without limitation (a) any brokerage, finders or similar fees asserted
      against any Person indemnified under this §16 based upon any agreement,
      arrangement or action made or taken, or alleged to have been made or
      taken, by the Borrower, the Guarantors or any of their respective
      Subsidiaries, (b) any condition of the Collateral Property, (c) any
      actual or proposed use by the Borrower or the Guarantors of the proceeds
      of any of the Loans, (d) any actual or alleged infringement of any
      patent, copyright, trademark, service mark or similar right of any of
      the Borrower, the Guarantors or any of their respective Subsidiaries
      comprised in the Collateral or the Collateral Property, (e) the Borrower
      entering into or performing this Agreement or any of the other Loan
      Documents, (f) any actual or alleged violation of any law, ordinance,
      code, order, rule, regulation, approval, consent, permit or license
      relating to the Collateral Property, (g) with respect to the Borrower,
      the Guarantors and their respective Subsidiaries and their respective
      properties and assets, the violation of any Environmental Law, the
      Release or threatened Release of any Hazardous Substances or any action,
      suit, proceeding or investigation brought or threatened with respect to
      any Hazardous Substances (including, but not limited to, claims with
      respect to wrongful death, personal injury or damage to property), and
      (h) any use of Intralinks, SyndTrak or any other system for the
      dissemination and sharing of documents and information (other than any
      ongoing usage fees following the closing of the transactions
      contemplated by this Agreement), in each case including, without
      limitation, the reasonable fees and disbursements of counsel and
      allocated costs of internal counsel incurred in connection with any such
      investigation, litigation or other proceeding; provided, however,
      that neither the Borrower nor the Guarantors shall be obligated under
      this §16 to indemnify any Person for liabilities arising from such
      Person’s own gross negligence or willful misconduct as determined in a
      non-appealable judgment by a court of competent jurisdiction, any loss
      suffered to the extent they arise from violation of any such Person’s
      internal policies or from a violation of laws, rules or regulations
      applicable to such Person’s operations, and with respect to matters
      described in §16(b), (f) or (g), any loss attributable to events, acts
      or circumstances first occurring after the period Agent and the Banks
      acquired a direct ownership interest (and not a Lien) in such Real
      Estate.  In litigation, or the preparation therefor, the Banks, the
      Agent and the Arranger shall be entitled to select a single nationally
      recognized law firm as their own counsel and, in addition to the
      foregoing indemnity, the Borrower and the Guarantors agree to pay
      promptly the reasonable fees and expenses of such counsel.  If, and to
      the extent that the obligations of the Borrower and the Guarantors under
      this §16 are unenforceable for any reason, the Borrower and the
      Guarantors hereby agree to make the maximum contribution to the payment
      in satisfaction of such obligations which is permissible under
      applicable law.  The provisions of this §16 shall survive any assignment
      by a Bank of its Commitment, the repayment of the Loans and the
      termination of the obligations of the Banks hereunder.
    

    
      
        

        

      

      
        
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      §17.     SURVIVAL OF COVENANTS, ETC.
    

    
      All covenants, agreements, representations and warranties made herein,
      in the Notes, in any of the other Loan Documents or in any documents or
      other papers delivered by or on behalf of the Borrower, the Guarantors
      or any of their respective Subsidiaries pursuant hereto or thereto shall
      be deemed to have been relied upon by the Banks and the Agent,
      notwithstanding any investigation heretofore or hereafter made by any of
      them, and shall survive the making by the Banks of any of the Loans, as
      herein contemplated, and shall continue in full force and effect so long
      as any amount due under this Agreement or the Notes or any of the other
      Loan Documents remains outstanding or any Bank has any obligation to
      make any Loans.  The indemnification obligations of the Borrower and the
      Guarantors provided herein and the other Loan Documents shall survive
      the full repayment of amounts due and the termination of the obligations
      of the Banks hereunder and thereunder to the extent provided herein and
      therein.  All statements contained in any certificate or other paper
      delivered to any Bank or the Agent at any time by or on behalf of the
      Borrower, the Guarantors or any of their respective Subsidiaries
      pursuant hereto or in connection with the transactions contemplated
      hereby shall constitute representations and warranties by such Person
      hereunder.
    

    
      §18.     ASSIGNMENT AND PARTICIPATION.
    

    
      §18.1              Conditions
      to Assignment by Banks.  Except as provided herein, each Bank
      may assign to one or more banks or other entities all or a portion of
      its interests, rights and obligations under this Agreement (including
      all or a portion of its Commitment Percentage and Commitment and the
      same portion of the Loans at the time owing to it, and the Notes held by
      it); provided that (a) the Agent shall have given their prior written
      consent to such assignment, which consent shall not be unreasonably
      withheld or delayed (provided that such consent shall not be required
      for any assignment to another Bank, to a Related Fund of such Bank, to a
      bank which is under common control with the assigning Bank or to a
      wholly-owned Subsidiary of such Bank provided that such assignee shall
      remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each
      such assignment shall be of a constant, and not a varying, percentage of
      all the assigning Bank’s rights and obligations under this Agreement,
      (c) the parties to such assignment shall execute and deliver to the
      Agent, for recording in the Register (as hereinafter defined), an
      Assignment and Acceptance Agreement (an “Assignment and Acceptance
      Agreement”) in the form of Exhibit B hereto, together with
      any Notes subject to such assignment, (d) in no event shall any
      assignment be to any Person controlling, controlled by or under common
      control with, or which is not otherwise free from influence or control
      by, any of the Borrower or the Guarantors, (e) such assignee shall
      acquire an interest in the Loans of not less than $2,000,000 unless such
      assignment is to another Bank or a Related Fund or unless such
      requirement is waived by the Borrower and the Agent, and (f) the
      assignor shall assign its entire interest in the Loans or retain an
      interest in the Loans of not less than $2,000,000.  Upon such execution,
      delivery, acceptance and recording, of such notice of assignment, (i)
      the assignee thereunder shall be a party hereto and all other Loan
      Documents executed by the Banks and, to the extent provided in such
      assignment, have the rights and obligations of a Bank hereunder, and
      (ii) the assigning Bank shall, to the extent provided in such assignment
      and upon payment to the Agent of the registration fee referred to in
      §18.2, be released from its obligations under this Agreement.  In
      connection with each assignment, the assignee shall represent and
      warrant to the Agent, the assignor and each other Bank as to whether
      such assignee is controlling, controlled by, under common control with
      or is not otherwise free from influence or control by, the Borrower or
      the Guarantors.  Upon any such assignment, the Agent may unilaterally
      amend Schedule 1 to reflect any such assignment.
    

    
      
        

        

      

      
        
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      §18.2              Register.  The
      Agent for itself and on behalf of the Borrower shall maintain a copy of
      each assignment delivered to it and a register or similar list (the
      “Register”) for the recordation of the names and addresses of the Banks
      and the Commitment Percentages of, and principal amount of the Loans
      owing to the Banks from time to time.  The entries in the Register shall
      be conclusive, in the absence of manifest error, and the Borrower, the
      Agent and the Banks may treat each Person whose name is recorded in the
      Register as a Bank hereunder for all purposes of this Agreement.  The
      Register shall be available for inspection by the Borrower and the Banks
      at any reasonable time and from time to time upon reasonable prior
      notice.  Upon each such recordation, the assigning Bank agrees to pay to
      the Agent a registration fee in the sum of $3,500.  Contemporaneous
      assignments by a Bank to multiple Related Funds will be treated as a
      single assignment for the purposes of such registration fee.
    

    
      §18.3              New
      Notes.  Upon its receipt of an assignment executed by the
      parties to such assignment, together with each Note, if any, subject to
      such assignment, the Agent shall (a) record the information contained
      therein in the Register, and (b) give prompt notice thereof to the
      Borrower and the Banks (other than the assigning Bank).  Within five (5)
      Business Days after receipt of such notice, the Borrower, at its own
      expense, shall if requested execute and deliver to the Agent, in
      exchange for each surrendered Note, a new Note to the order of such
      assignee in an amount equal to the amount assumed by such assignee
      pursuant to such assignment and, if the assigning Bank has retained some
      portion of its obligations hereunder, a new Note to the order of the
      assigning Bank in an amount equal to the amount retained by it
      hereunder.  Such new Notes shall provide that they are replacements for
      the surrendered Notes, shall be in an aggregate principal amount equal
      to the aggregate principal amount of the surrendered Notes, shall be
      dated the effective date of such assignment and shall otherwise be in
      substantially the form of the assigned Notes.  The surrendered Notes
      shall be canceled and returned to the Borrower.
    

    
      
        

        

      

      
        
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      §18.4              Participations.  Each
      Bank may sell participations to one or more banks or other entities in
      all or a portion of such Bank’s rights and obligations under this
      Agreement and the other Loan Documents; provided that (a) any
      such sale or participation shall not affect the rights and duties of the
      selling Bank hereunder to the Borrower, (b) such participation shall not
      entitle such participant to any rights or privileges under this
      Agreement or any Loan Documents, including without limitation, the right
      to approve waivers, amendments or modifications, (c) such participant
      shall have no direct rights against the Borrower or the Guarantors
      except the rights granted to the Banks pursuant to §13, (d) such sale is
      effected in accordance with all applicable laws, and (e) such
      participant shall not be a Person controlling, controlled by or under
      common control with, or which is not otherwise free from influence or
      control by the Borrower or the Guarantors.  Any Bank which sells a
      participation shall promptly notify the Agent of such sale and the
      identity of the purchaser of such interest.
    

    
      §18.5              Pledge
      by Bank.  Any Bank may at any time pledge all or any portion of
      its interest and rights under this Agreement (including all or any
      portion of its Note) to any of the twelve Federal Reserve Banks
      organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 or, with
      Agent’s prior written approval, to another Person.  No such pledge or
      the enforcement thereof shall release the pledgor Bank from its
      obligations hereunder or under any of the other Loan Documents.  Any
      Bank may with the consent of the Agent pledge all or any portion of its
      rights and interests under this Agreement (including all or any portion
      of its Note) to a Person approved by Agent.
    

    
      §18.6              No
      Assignment by Borrower or the Guarantors.  Neither the Borrower
      nor any Guarantor shall assign or transfer any of its rights or
      obligations under any of the Loan Documents without the prior written
      consent of each of the Banks.
    

    
      §18.7              Disclosure.  The
      Borrower and the Guarantors each agree that in addition to disclosures
      made in accordance with standard banking practices any Bank may
      disclose  information obtained by such Bank pursuant to this Agreement
      to assignees or participants and potential assignees or participants
      hereunder.  In addition, the Banks may make disclosure of such
      information to any contractual counterparty in swap agreements or such
      contractual counterparty’s professional advisors.
    

    
      §18.8              Amendments
      to Loan Documents.  Upon any such assignment or participation,
      the Borrower and the Guarantors shall, upon the request of the Agent,
      enter into such documents as may be reasonably required by the Agent to
      modify the Loan Documents to reflect such assignment or participation.
    

    
      §18.9              Mandatory
      Assignment.  In the event Borrower requests that certain
      amendments, modifications or waivers be made to this Agreement or any of
      the other Loan Documents which request is approved by Agent but is not
      approved by one or more of the Banks (any such non-consenting Bank shall
      hereafter be referred to as the “Non-Consenting Bank”), then, within
      thirty (30) days after Borrower’s receipt of notice of such disapproval
      by such Non-Consenting Bank, Borrower shall have the right as to such
      Non-Consenting Bank, to be exercised by delivery of written notice
      delivered to the Agent and the Non-Consenting Bank within thirty (30)
      days of receipt of such notice, to elect to cause the Non-Consenting
      Bank to transfer its entire Commitment.  The Agent shall promptly notify
      the remaining Banks that each of such Banks shall have the right, but
      not the obligation, to acquire a portion of the Commitment, pro rata
      based upon their relevant Commitment Percentages, of the Non-Consenting
      Bank (or if any of such Banks does not elect to purchase its pro rata
      share, then to such remaining Banks in such proportion as approved by
      the Agent).  In the event that the Banks do not elect to acquire all of
      the Non-Consenting Bank’s Commitment, then the Agent shall endeavor to
      find a new Bank or Banks to acquire such remaining Commitment.  Upon any
      such purchase of the Commitment of the Non-Consenting Bank, the
      Non-Consenting Bank’s interests in the Obligations and its rights
      hereunder and under the Loan Documents shall terminate at the date of
      purchase, and the Non-Consenting Bank shall promptly execute and deliver
      any and all documents reasonably requested by Agent to surrender and
      transfer such interest, including, without limitation, an Assignment and
      Acceptance Agreement and such Non-Consenting Bank’s original
      Note.  Notwithstanding anything in this §18.9 to the contrary, any Bank
      or other Bank assignee acquiring some or all of the assigned Commitment
      of the Non-Consenting Bank must consent to the proposed amendment,
      modification or waiver.  The purchase price to be paid by the acquiring
      Banks for the Non-Consenting Bank’s Commitment shall equal the principal
      owed to such Non-Consenting Bank, and the Borrower shall pay to such
      Non-Consenting Bank in addition thereto and as a condition to such sale
      any and all other amounts outstanding and owed by Borrower to the
      Non-Consenting Bank hereunder or under any of the other Loan Documents,
      including all accrued and unpaid interest or fees which would be owed to
      such Non-Consenting Bank hereunder or under any of the other Loan
      Documents if the Loans were to be repaid in full on the date of such
      purchase of the Non-Consenting Bank’s Commitment.  No registration fee
      under §18.2 shall be required in connection with such assignment.
    

    
      
        

        

      

      
        
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      §18.10             Titled
      Agent.  The Titled Agent shall not have any additional rights or
      obligations under the Loan Documents, except for those rights, if any,
      as a Bank.
    

    
      §19.     NOTICES.
    

    
      Each notice, demand, election or request provided for or permitted to be
      given pursuant to this Agreement (hereinafter in this § 19 referred to
      as “Notice”) but specifically excluding to the maximum extent permitted
      by law any notices of the institution or commencement of foreclosure
      proceedings, must be in writing and shall be deemed to have been
      properly given or served by personal delivery or by sending same by
      overnight courier or by depositing same in the United States Mail,
      postpaid and registered or certified, return receipt requested, or as
      expressly permitted herein, by telegraph, telecopy, telefax or telex,
      and addressed as follows:
    

    
      If to the Agent or KeyBank:
    

    
    	
           
        	
          KeyBank National Association
        
	

        	
          1200 Abernathy Road, N.E.
        
	

        	
          Suite 1550
        
	

        	
          Atlanta, Georgia 30328
        
	

        	
          Attn: Daniel Silbert
        
	

        	
          Telecopy No.: (770) 510-2195
        


    

    
      
        

        

      

      
        
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      With a copy to:
    

    
    	
           
        	
          McKenna Long & Aldridge LLP
        
	

        	
          5300 SunTrust Plaza
        
	

        	
          303 Peachtree Street
        
	

        	
          Atlanta, Georgia 30308
        
	

        	
          Attn: William F. Timmons, Esq.
        
	

        	
          Telecopy No.: (404) 527-4198
        


    

    
      If to the Borrower or the Guarantors:
    

    
    	
           
        	
          Ramco-Gershenson Properties, L.P.
        
	

        	
          Ramco-Gershenson Properties Trust
        
	

        	
          Ramco Virginia Properties, L.L.C.
        
	

        	
          Suite 300
        
	

        	
          31500 Northwestern Highway
        
	

        	
          Farmington Hills, Michigan 48334
        
	

        	
          Attn: Chief Financial Officer
        
	

        	
          Telecopy No.: (248) 350-9925
        


    

    
      With a copy to:
    

    
    	
           
        	
          Honigman Miller Schwartz & Cohn LLP
        
	

        	
          Suite 100
        
	

        	
          38500 Woodward Avenue
        
	

        	
          Bloomfield Hills, Michigan 48304-5048
        
	

        	
          Attn: Alan M. Hurvitz, Esq.
        
	

        	
          Telecopy No.: (248) 566-8455
        


    

    
      to each other Bank a party hereto at the address for such party set
      forth on Schedule 1 hereto for such Bank, and to each other Bank
      which may hereafter become a party to this Agreement at such address as
      may be designated by such Bank.  Each Notice shall be effective upon
      being personally delivered or upon being sent by overnight courier or
      upon being deposited in the United States Mail as aforesaid, or if
      transmitted by facsimile, upon being sent and confirmation of
      receipt.  The time period in which a response to such Notice must be
      given or any action taken with respect thereto (if any), however, shall
      commence to run from the date of receipt if personally delivered or sent
      by overnight courier, or if so deposited in the United States Mail, the
      earlier of three (3) Business Days following such deposit or the date of
      receipt as disclosed on the return receipt, or if sent by facsimile,
      upon receipt or the next Business Day if received after 5:00 p.m.
      (Cleveland time) or on a day that is not a Business Day.  Rejection or
      other refusal to accept or the inability to deliver because of changed
      address for which no notice was given shall be deemed to be receipt of
      the Notice sent.  By giving at least fifteen (15) days prior Notice
      thereof, the Borrower, Guarantor, a Bank or Agent shall have the right
      from time to time and at any time during the term of this Agreement to
      change their respective addresses and each shall have the right to
      specify as its address any other address within the United States of
      America.
    

    
      §20.     RELATIONSHIP.
    

    
      Neither the Agent nor any Bank has any fiduciary relationship with or
      fiduciary duty to the Borrower, the Guarantors or their respective
      Subsidiaries arising out of or in connection with this Agreement or the
      other Loan Documents or the transactions contemplated hereunder and
      thereunder, and the relationship between each Bank and the Borrower is
      solely that of a lender and borrower, and nothing contained herein or in
      any of the other Loan Documents shall in any manner be construed as
      making the parties hereto partners, joint venturers or any other
      relationship other than lender and borrowers.
    

    
      §21.     GOVERNING LAW: CONSENT TO
      JURISDICTION AND SERVICE.
    

    
      THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS
      OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF
      THE STATE OF MICHIGAN AND SHALL FOR ALL PURPOSES BE CONSTRUED IN
      ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH STATE (EXCLUDING THE
      LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).  THE BORROWER AND THE
      GUARANTORS EACH AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
      AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE
      COURTS OF THE STATE OF OHIO OR THE STATE OF MICHIGAN OR ANY FEDERAL
      COURT SITTING THEREIN AND CONSENT TO THE NONEXCLUSIVE JURISDICTION OF
      SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON
      THE BORROWER OR A GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN
      §19.  THE BORROWER AND THE GUARANTORS EACH HEREBY WAIVES ANY OBJECTION
      THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY
      SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.
    

    
      
        

        

      

      
        
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      §22.     HEADINGS.
    

    
      The captions in this Agreement are for convenience of reference only and
      shall not define or limit the provisions hereof.
    

    
      §23.     COUNTERPARTS.
    

    
      This Agreement and any amendment hereof may be executed in several
      counterparts and by each party on a separate counterpart, each of which
      when so executed and delivered shall be an original, and all of which
      together shall constitute one instrument.  In proving this Agreement it
      shall not be necessary to produce or account for more than one such
      counterpart signed by the party against whom enforcement is sought.
    

    
      §24.     ENTIRE AGREEMENT, ETC.
    

    
      The Loan Documents and any other documents executed in connection
      herewith or therewith express the entire understanding of the parties
      with respect to the transactions contemplated hereby.  Neither this
      Agreement nor any term hereof may be changed, waived, discharged or
      terminated, except as provided in §27.
    

    
      
        

        

      

      
        
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      §25.     WAIVER OF JURY TRIAL AND
      CERTAIN DAMAGE CLAIMS.
    

    
      EACH OF THE BORROWER, THE GUARANTORS, THE AGENT AND THE BANKS HEREBY
      WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
      ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE
      OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER
      OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  EXCEPT
      TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, THE BORROWER AND THE
      GUARANTORS EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
      IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
      DAMAGES.  THE BORROWER AND THE GUARANTORS EACH (A) CERTIFIES THAT NO
      REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD
      NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS
      AND (B) ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE BEEN INDUCED TO
      ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE
      PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED
      IN THIS §25.
    

    
      §26.     DEALINGS WITH THE BORROWER
      OR THE GUARANTORS.
    

    
      The Agent, the Banks and their affiliates may accept deposits from,
      extend credit to, invest in, act as trustee under indentures of, serve
      as financial advisor of, and generally engage in any kind of banking,
      trust or other business with the Borrower, the Guarantors and their
      respective Subsidiaries or any of their affiliates regardless of the
      capacity of the Agent or the Bank hereunder.  The Banks acknowledge
      that, pursuant to such activities, the Agent, a Bank or its affiliates
      may receive information regarding such Persons (including information
      that may be subject to confidentiality obligations in favor of such
      Person) and acknowledge that the Agent or such Bank, as applicable,
      shall be under no obligation to provide such information to them.
    

    
      §27.     CONSENTS, AMENDMENTS,
      WAIVERS, ETC.
    

    
      Except as otherwise expressly provided in this Agreement, any consent or
      approval required or permitted by this Agreement may be given and any
      term of this Agreement or of any other instrument related hereto or
      mentioned herein may be amended, and the performance or observance by
      the Borrower or the Guarantors of any terms of this Agreement or such
      other instrument or the continuance of any Default or Event of Default
      may be waived (either generally or in a particular instance and either
      retroactively or prospectively) with, but only with, the written consent
      of the Majority Banks.  Notwithstanding the foregoing, (a) none of the
      following may occur without the written consent of each Bank: a decrease
      in the rate of interest on the Loans; except as otherwise provided
      herein, an extension of the Maturity Date of the Loans; an increase or a
      non-pro rata reduction in the amount of the Commitments of the Banks
      except pursuant to §18.1; a forgiveness, reduction or waiver of the
      principal of any unpaid Loan or any interest thereon; the postponement
      of any date fixed for any payment of principal of or interest on the
      Loans; a decrease of the amount of any fee (other than late fees)
      payable to a Bank hereunder; the release of the Borrower or any
      Guarantor except as otherwise provided herein; a change in the manner of
      distribution of any payments to the Banks or the Agent; an amendment of
      the definition of Majority Banks or the Required Banks or of any
      requirement for consent by the Majority Banks or the Required Banks or
      all of the Banks; or an amendment of this §27, and (b) the provisions of
      §7.23 as it relates to §9 of the Secured Credit Agreement and any of the
      definitions used therein may not be modified, amended or waived without
      the written consent of the Required Banks.  The amount of the Agent’s
      fee payable for the Agent’s account and the provisions of §14 may not be
      amended or waived without the written consent of the Agent.  The
      Borrower and the Guarantors each agrees to enter into such modifications
      or amendments of this Agreement or the other Loan Documents as may be
      reasonably requested by KeyBank in connection with the acquisition by
      each Bank acquiring all or a portion of the Commitment, provided that no
      such amendment or modification materially affects or increases any of
      the obligations of the Borrower or the Guarantors hereunder.  No waiver
      shall extend to or affect any obligation not expressly waived or impair
      any right consequent thereon.  No course of dealing or delay or omission
      on the part of the Agent or any Bank in exercising any right shall
      operate as a waiver thereof or otherwise be prejudicial thereto.  No
      notice to or demand upon the Borrower or the Guarantors shall entitle
      the Borrower and the Guarantors to other or further notice or demand in
      similar or other circumstances.
    

    
      
        

        

      

      
        
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      §28.     SEVERABILITY.
    

    
      The provisions of this Agreement are severable, and if any one clause or
      provision hereof shall be held invalid or unenforceable in whole or in
      part in any jurisdiction, then such invalidity or unenforceability shall
      affect only such clause or provision, or part thereof, in such
      jurisdiction, and shall not in any manner affect such clause or
      provision in any other jurisdiction, or any other clause or provision of
      this Agreement in any jurisdiction.
    

    
      §29.     TIME OF THE ESSENCE.
    

    
      Time is of the essence with respect to each and every covenant,
      agreement and obligation of the Borrower and the Guarantors under this
      Agreement and the other Loan Documents.
    

    
      §30.     NO UNWRITTEN AGREEMENTS.
    

    
      THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
      PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE
      NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.  ANY ADDITIONAL TERMS
      OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW.
    

    
      §31.     REPLACEMENT OF NOTES.
    

    
      Upon receipt of evidence reasonably satisfactory to Borrower of the
      loss, theft, destruction or mutilation of any Note, and in the case of
      any such loss, theft or destruction, upon delivery of an indemnity
      agreement reasonably satisfactory to Borrower or, in the case of any
      such mutilation, upon surrender and cancellation of the applicable Note,
      Borrower will execute and deliver, in lieu thereof, a replacement Note,
      identical in form and substance to the applicable Note and dated as of
      the date of the applicable Note and upon such execution and delivery all
      references in the Loan Documents to such Note shall be deemed to refer
      to such replacement Note.
    

    
      
        

        

      

      
        
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      §32.     TRUST EXCULPATION.
    

    
      Subject to the terms of this paragraph, all persons having a claim
      against the Trust (as a Guarantor or general partner of the Borrower),
      the general partner of the Borrower whose signature is affixed hereto as
      said general partner, hereunder or in connection with any matter that is
      the subject hereof, shall look solely to (i) the Trust’s interest and
      rights in the Borrower (as a general partner or limited partner), (ii)
      the amount of any Net Offering Proceeds not contributed to the Borrower,
      (iii) all accounts receivable, including the amount of any Distributions
      received by the Trust from the Borrower and not distributed to
      shareholders of the Trust as permitted by this Agreement, (iv) all
      rights and claims (including amounts paid under) the Tax Indemnity
      Agreement, (v) all cash and Short-term Investments in an amount in
      excess of $500,000.00, (vi) any other assets which the Trust may now own
      or hereafter acquire with the consent of Agent pursuant to §7.17 of the
      Secured Credit Agreement, (vii) all documents and agreements in favor of
      the Trust in connection with any of the foregoing, (viii) all claims and
      causes of action arising from or otherwise related to any of the
      foregoing, and all rights and judgments related to any legal actions in
      connection with such claims or causes of action, and (ix) all
      extensions, additions, renewals and replacements, substitutions,
      products or proceeds of any of the foregoing (the “Attachable Assets”),
      and in no event shall the obligation of the Trust be enforceable against
      any shareholder, trustee, officer, employee or agent of the Trust
      personally.  In no event shall any person have any claim against:  (i)
      the cash, Short-term Investments of the Trust and the property described
      in Schedule 6.29 to the Secured Credit Agreement, all under the
      heading of “Other Permitted Assets”, (ii) all documents and agreements
      in favor of the Trust in connection with any of the foregoing, (iii) all
      claims and causes of action arising from or otherwise related to any of
      the foregoing, and all rights and judgments related to any legal actions
      in connection with such claims or causes of action, and (iv) all
      extensions, additions, renewals and replacements, substitutions,
      products or proceeds of any of the foregoing (the “Other Permitted
      Assets”).  The Agent and the Banks have agreed to the terms of this §32
      solely based upon the representation and covenant of Borrower and the
      Trust that the Trust does not and will not own any assets other than the
      Attachable Assets and the Other Permitted Assets.  Notwithstanding
      anything in this §32 to the contrary, the foregoing limitation on
      liability and recourse to the Trust (as a Guarantor or general partner
      of the Borrower) shall be null and void and of no force and effect, and
      Agent and the Banks shall have full recourse against the Trust,
      individually as a Guarantor and in its capacity as general partner of
      the Borrower, and to all of its assets (including, without limitation,
      the Other Permitted Assets) in the event that the Trust shall now or at
      any time hereafter own any asset other than or in addition to the Other
      Permitted Assets and the Attachable Assets.  Nothing herein shall limit
      the rights of the Agent and the Banks against any Subsidiary Property
      Owner or the Borrower.
    

    
      §33.     PATRIOT ACT.
    

    
      Each Bank and the Agent (for itself and not on behalf of any Bank)
      hereby notifies the Borrower and Guarantors that, pursuant to the
      requirements of the Patriot Act, it is required to obtain, verify and
      record information that identifies Borrower and the Guarantors, which
      information includes names and addresses and other information that will
      allow such Bank or the Agent, as applicable, to identify Borrower and
      the Guarantor in accordance with the Patriot Act.
    

    
      
        

        

      

      
        
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      §34.     DISCLAIMER BY AGENT AND
      BANKS.
    

    
      This Agreement is made for the sole benefit of Borrower, Agent and
      Banks, and no other person or persons shall have any benefits, rights or
      remedies under or by reason of this Agreement, or by reason of any
      actions taken by Agent or the Banks pursuant to this Agreement.  Neither
      Agent nor the Banks shall be liable to any contractors, subcontractors,
      supplier, architect, engineer, tenant or other party for labor or
      services performed or materials supplied in connection with any
      construction occurring on the Collateral Property (the
      “Construction”).  Neither Agent nor the Banks shall be liable for any
      debts or claims accruing in favor of any such parties against Borrower,
      any Guarantor or others or against the Collateral Property.  Banks, by
      making the Loans or taking any action pursuant to any of the Loan
      Documents, shall not be deemed a partner or a joint venturer with any
      Subsidiary Property Owner or the Borrower or fiduciary of any Subsidiary
      Property Owner or the Borrower.  No payment of funds directly to a
      contractor or subcontractor or provider of services shall be deemed to
      create any third party beneficiary status or recognition of same by the
      Agent and the Banks.  Without limiting the generality of the foregoing:
    

    
      (a)                          Neither Agent nor the Banks shall have any
      liability, obligation or responsibility whatsoever with respect to the
      Construction.  Any inspections of the Construction made by or through
      Agent or the Banks are for purposes of administration of the Loans only
      and neither, Borrower, the Guarantors nor any third party is entitled to
      rely upon the same with respect to the quality, adequacy or suitability
      of materials or workmanship, conformity to any plans and specifications,
      state of completion or otherwise;
    

    
      (b)                          Neither Agent nor the Banks undertakes nor
      assumes any responsibility or duty to Borrower or the Guarantors to
      select, review, inspect, supervise, pass judgment upon or inform any of
      Borrower or the Guarantors of any matter in connection with the
      Collateral Property, including matters relating to the quality, adequacy
      or suitability of:  (i) the plans and specifications, (ii) architects,
      contractors, subcontractors and material suppliers employed or utilized
      in connection with the Construction, or the workmanship of or the
      materials used by any of them, or (iii) the progress or course of
      Construction and its conformity or nonconformity with the plans and
      specifications; Borrower and the Guarantors shall rely entirely upon
      their own judgment with respect to such matters, and any review,
      inspection, supervision, exercise of judgment or supply of information
      to Borrower or the Guarantors by Agent or the Banks in connection with
      such matters is for the protection of Agent and the Banks only, and
      neither Borrower, Guarantors nor any third party is entitled to rely
      thereon; and
    

    
      (c)                          Neither Agent nor the Banks owe any duty of
      care to protect Borrower, any Guarantor, or any third party against
      negligent, faulty, inadequate or defective building or construction.
    

    
      §35.     JOINT AND SEVERAL LIABILITY.
    

    
      Each Guarantor covenants and agrees that each and every covenant and
      obligation of any Guarantor hereunder and under the other Loan Documents
      shall be the joint and several obligations of each Guarantor.
    

    
      
        

        

      

      
        
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      §36.     RATIFICATION OF GUARANTY.  Guarantors
      do hereby covenant and agree that (a) Guarantors are familiar with this
      Agreement, the Notes and the agreements and instruments executed in
      connection with the amendment and restatement of the Original Credit
      Agreement, including without limitation, the modifications and
      amendments to the Loan Documents, and consents to the same, (b) the Loan
      Documents (including without limitation the Guaranty and the Indemnity
      Agreement) remain in full force and effect and constitute the valid and
      legally binding obligations of Guarantors enforceable against such
      Persons in accordance with their respective terms, and (c) that the
      Guaranty and the Indemnity Agreement shall extend to and apply to this
      Agreement and the other Loan Documents, as the same may be modified,
      amended, consolidated or restated in connection with the execution and
      delivery of this Agreement.  Nothing in this §36 shall be deemed or
      construed to constitute, and there has not otherwise occurred, a waiver,
      cancellation, satisfaction, release or extinguishment of the obligations
      of Guarantors under the Guaranty or under the Indemnity Agreement.
    

    
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      IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
      a sealed instrument as of the date first set forth above.
    

    

    

    
    	
           
        	
          
             
          

        	
          
            BORROWER:
          

        	
           
        	

        
	

        	
          
             
          

        	
          
            RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited
            partnership
          

        	

        	

        
	

        	
          
             
          

        	
          
             
          

        	

        	

        
	

        	

        	
          
            By:
          

        	

        	
          
            Ramco-Gershenson Properties Trust, a Maryland real estate
            investment trust, its General Partner
          

        
	

        	

        	
          By:
        	
           
        	
          
            /s/ DENNIS GERSHENSON
          

        
	

        	

        	

        	

        	
          Name: Dennis Gershenson
        
	

        	

        	

        	

        	
          
            Title: President and CEO
          

        
	

        	

        	

        	

        	
          
             
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	
          
            RAMCO-GERSHENSON PROPERTIES TRUST, a Maryland real estate
            investment trust
          

        	

        	

        
	

        	
          
             
          

        	

        	

        	

        
	

        	

        	
          
            By:
          

        	
           
        	
          
            /s/ DENNIS GERSHENSON
          

        
	

        	

        	
          
             
          

        	

        	
          Name: Dennis Gershenson
        
	

        	

        	

        	

        	
          Title: President and CEO
        
	

        	

        	

        	

        	
           
        
	

        	
          
             
          

        	
          
            RAMCO VIRGINIA PROPERTIES, L.L.C., a Michigan limited
            liability company
          

        	

        	

        
	

        	
          
             
          

        	
          
            By:
          

        	
           
        	
          /s/ DENNIS GERSHENSON
        
	

        	

        	

        	

        	
          Name: Dennis Gershenson
        
	

        	

        	

        	

        	
          Title: President and CEO
        


    

    
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            BANKS:
          

        	

        
	

        	
          KEYBANK NATIONAL ASSOCIATION, individually and as Agent
        
	

        	
          By:
        	
          /s/ JAY L. JOHNSON
        
	

        	

        	
          Name: Jay L. Johnson
        
	

        	

        	
          Title: Vice President
        


    

    
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